Notes Payable

3 Months Ended

Mar. 31, 2013

8. Notes Payable

At March 31, 2013 and at December 31, 2012, notes payable and accrued interest consisted of:

	2013		2012
Notes payable and accrued interest - Rasel	$	142,073	$	140,778	a.
Note payable - Glendon		125,639		81,829	b.
Note payable - Vulcan (net of debt discount of $75,000		429,125		400,000	c.
and $100,000 as of March 31 and December 31, 2012, respectively)
	$	696,837	$	622,607

a) Rasel LTD - Convertible Notes Payable

On October 6, 2009 the Company signed a note payable for $25,000 to Rasel due on October 6, 2010, bearing interest at 4% per annum. The proceeds were used to pay for half of existing accounts payable for legal fees incurred at the Company’s inception. On October 20, 2009, the Company signed a note payable for $50,000 payable to Rasel due on October 20, 2010, bearing interest at 4% per annum. These proceeds were used to pay for startup costs, audit fees and future expenses. On January 22, 2010, the Company signed a note payable for $50,000 payable to Rasel due on October 30, 2011, bearing interest at 4% per annum. These proceeds were used for working capital and expenditures. On January 22, 2010, the Company signed an amendment to extend the maturity date of the promissory notes in the amount of $25,000 and $50,000 dated October 6, 2009 and October 20, 2009, respectively, to October 30, 2011. On March 2, 2011, the Company and Rasel agreed to extend the maturity of all notes to December 31, 2012 in consideration of adding a conversion feature to the notes with either a 5% discount to the market price or a fixed price of $0.60. The extension of maturity was effective as of December 30, 2010.

The balance of the notes as of March 31, 2013 and December 31, 2012 was $142,073 and $140,778, respectively, which includes accrued interest in the amounts of $17,073 and $15,778 at March 31, 2013 and December 31, 2012, respectively. The note is currently in default; the Company will attempt to reach an amicable settlement with the counterparty.

b) Glendon Note Payable

On September 30, 2012, the Company converted a payable in the amount of $155,242 to a note payable. The note bears annual interest at 10%, and was to mature on December 31, 2012. The Company has negotiated an extension to the maturity date until December 31, 2013. The balance at March 31, 2013 and December 31, 2012, including accrued interest, is $125,639 and $81,829, respectively.

c) Note Payable to Vulcan

On January 7, 2013, effective December 31, 2012, the Company, JV and Vulcan entered an agreement (the "Agreement") pursuant to which the JV Agreement was terminated, the Company issued to Vulcan a 4% convertible promissory note in the principal amount of $500,000 (the "Forex Note") and Vulcan issued to the Company a 10% Secured and Collateralized Promissory Note in the principal amount of $400,000. The Company recognized a debt discount in the amount of $100,000 for the difference in the face value of the note issued and the note received from the same party. The face value of the note payable is shown net of the debt discount. This debt discount will be amortized over the one-year life of the note. The note has a maturity date of December 31, 2013, and can be extended by the Company for an additional one year at which point the 4% interest rate will increase to 10% per annum. The Forex Note may be prepaid without penalty. The Forex Note conversion price is the Variable Conversion Price, which is defined as 50% multiplied by the average of the lowest three trading prices of the Company's common stock on the OTCBB during the 10-day trading period ending on the latest complete day of trading on the OTCBB prior to the date of conversion. The Variable Conversion Price cannot be less than $0.002. At no time will Vulcan convert any amount of the Forex Note into common stock that would result in Vulcan owning more than 4.99% of the common stock outstanding of the Company.

As of March 31, 2013, $25,000 of the debt discount has been amortized in the accompanying financial statements. In addition, $4,125 of interest expense was accrued during the three months ended March 31, 2013.