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Notes Payable (Tables)
3 Months Ended
Mar. 31, 2014
Notes Payable [Abstract]  
Schedule of notes payable and accrued interest
   
March 31, 2014
   
December 31, 20113
       
Notes payable and accrued interest - Rasel
  $ 147,097     $ 145,847       a.  
Note payable and accrued interest - Glendon
    69,015       97,552       b.  
Note payable and accrued interest - Third Party Financier
    35,090       43,925       c.  
Note payable and accrued interest - Vulcan (net of debt discount of $0
                       
    and $100,000 as of December 31, 2013 and December 31, 2012, respectively)
    525,000       520,000       d.  
                         
    $ 776,202     $ 807,324          
 
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, 2014 and December 31, 2013, was $147,097 and $145,847, respectively, which includes accrued interest in the amounts of $22,097 and $20,847 at March 31, 2014 and December 31, 2013, respectively.  The note is currently in default since the beginning of 2013; and the Company will attempt to reach an amicable settlement with the counterparty.
 
b) Glendon Note Payable
 
On December 31, 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 note is currently in default; the Company will attempt to reach an amicable settlement with the counterparty.
 
The balance at March 31, 2014 and December 31, 2013, including accrued interest, is $69,015 and $97,552, respectively. The note was reduced for revenue received during the quarter from a customer for which Glendon was handling invoicing and collections.
 
c) Issuance of note payable to third party
 
On July 24, 2013, the Company entered into a Securities Purchase Agreement with a third party financing source ("Financer"), for the sale of an 8% convertible note in the principal amount of $42,500 (the "July 2013 Note"), of which $2,500 was for legal fees associated with the transaction.  The financing closed on July 31, 2013.
 
The July 2013 Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on April 29, 2014.  The July 2013 Note is convertible into common stock, at Financer’s option, at the greater of a 42% discount to the average of the three lowest closing bid prices of the common stock during the 10 trading day period prior to conversion or $0.00009.  In the event the Company prepays the July 2013 Note in full, the Company is required to pay to Financer an amount in cash equal to all principal, interest and any other amounts owing multiplied by (i) 112% if prepaid during the period commencing on the closing date through 30 days thereafter, (ii) 121% if prepaid 31 days following the closing through 60 days following the closing and (iii) 126% if prepaid 61 days following the closing through 90 days following the closing and (iv) 131% if prepaid 91 days following the closing through 120 days following the closing and (v) 136% if prepaid 121 days following the closing through 150 days following the closing and (vi) 141% if prepaid 151 days following the closing through 180 days following the closing.  After the expiration of 180 days following the date of the Note, the Company has no right of prepayment.   
 
Financer has agreed to restrict its ability to convert the July 2013 Note and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 9.99% of the then issued and outstanding shares of common stock.   The total net proceeds the Company received from this offering was $42,500, less attorneys fees.  As of the date of the July 2013 Note, the Company is obligated on the Note issued to Financer in connection with the offering.  The July 2013 Note is a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company. 



The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended  (the "Act") for the private  placement  of these  securities  pursuant  to  Section  4(2) of the Act  and/or  Regulation  D promulgated  there under since,  among other  things,  the  transaction  did not involve a public  offering,  Financer is an accredited  investor, Financer had access to information about the Company  and their  investment,  Financer  took the  securities  for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities.
 
As of March 31, 2014, the convertible note balance and accrued interest is $35,090. As of December 31, 2013, the convertible note balance and accrued interest is $43,925. During the first quarter, Financier converted $9,110 of its note into 8,974,780 shares of common stock at an average conversion price of $0.001015 per share.
 
d) Note Payable to Vulcan

On January 7, 2013, effective December 31, 2012, the Company, JV and Vulcan entered an 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 December 31, 2013, the entire debt discount has been amortized in the accompanying financial statements, and $20,000 of interest expense was accrued during the year ended December 31, 2013. Another $5,000 of interest expense was accrued during the first quarter. The balance of the Note at March 31, 2014 and December 31, 2013, including accrued interest, is $525,000 and $520,000, respectively.