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NOTE 4 - NOTES PAYABLE
6 Months Ended 12 Months Ended
Jun. 30, 2016
Dec. 31, 2015
Debt Disclosure [Abstract]    
NOTE 4 - NOTES PAYABLE

NOTE 4 - NOTES PAYABLE

 

The Notes are classified as a derivative liability and not a note payable, see Note 9 below. 

 

Notes payable at June 30, 2016 consist of the following:    
Unsecured note payable to a shareholder bearing 8% interest.        
Entire balance of principal and unpaid interest due on demand   $ 124,230  
Unsecured note payable to a shareholder bearing 10% interest        
Entire balance of principal and unpaid interest due on demand   $ 649,049  
Promissory notes   $ 700,000  
Notes Payable - related party   $ 50,000  
Total notes   $ 1,523,279  
2016   $ 863,279  
2017   $ 660,000  
2018   $ -0-  
2019   $ -0-  
2020   $ -0-  
    $ 1,523,279  

 

We issued promissory notes in the amount of $290,000 during the six months ended June 30, 2016. The promissory notes carry a 6% annual interest rate and are payable upon the earlier of (a) 24 months from the date of the promissory note or (b) the Company reaching a settlement(s) on a patent infringement claim(s) and receiving an aggregate of at least $2 million net proceeds from such settlement(s). The holders of the promissory notes shall receive repayment in the full face amount of the note from the initial $500,000 the Company actually receives from the net proceeds of its patent infringement claim(s) or from the net proceeds of a public offering. In addition the holder shall receive a preferred return (i) in an amount equal to up to 200% of the initial face amount of the note out of available cash by sharing with all other investors in this series of notes in the allocation of 50% of the available cash received by the Company from $2M - $4M and (ii) in an amount equal to up to 100% of the initial face amount of the note out of available cash by sharing with all other investors in this series of notes in the allocation of 25% of the available cash received by the Company from $4M - $6M. In other words, if the Company collects $6M in the net proceeds of available cash, the holder will receive a return equal to 400% of its investment.  

We issued promissory notes in the amount of $135,000 during the year ended December 31, 2015. One of the promissory notes in the amount of $25,000 was in lieu of payment of cash for an outstanding balance due to a consultant of the Company. The notes carry the same terms as those issued in 2016.

 

NOTE 4 - NOTES PAYABLE

 

We issued an aggregate of $2.4 million face amount of Senior Secured Convertible Notes (the “Notes”). The Notes are divided into Series A, Series B and Series C with the Series A and B Notes aggregating to $1.95 million and the Series C Notes aggregating to $450,000. The Series A and Series B Notes were exchanged by the return of the face amount of the Notes for 7 million shares of common stock of the Company. The remaining Series C Note carried a 14% annual interest rate upon default and is payable on March 13, 2016. The Company had determined that the conversion feature of the Notes represent an embedded derivative since the Notes are convertible into a variable number of shares upon conversion. On January 23, 2015 we entered into an agreement with the Series C note holders to, among other things, terminate the litigation between us, terminate all agreements between us, cancel all warrants we have previously issued to them as well as the outstanding balance of the Class C Note, provide for mutual releases and delivery of fifteen million six hundred and eight thousand and six hundred and ninety six shares of our common stock. In order to have sufficient shares to deliver, we implemented the previously authorized amendment to our certificate of incorporation and increased our authorized common stock to one hundred fifty million shares. 

 

The Notes are classified as a derivative liability and not a note payable, see Note 9 below. 

 

 

Notes payable at December 31, 2015 consist of the following:    
     
Unsecured note payable to a shareholder bearing 8% interest.        
Entire balance of principal and unpaid interest due on demand   $ 124,230  
         
Unsecured note payable to a shareholder bearing 10% interest        
Entire balance of principal and unpaid interest due on demand   $ 649,049  
         
Promissory notes   $ 410,000  
Notes Payable - related party   $ 50,000  
Total current   $ 1,233,279  
         
2015   $ 1,233,279  
2016   $ -0-  
2017   $ -0-  
2018   $ -0-  
2019   $ -0-  
    $ 1,233,279  

 

We issued promissory notes in the amount of $135,000 during the year ended December 31, 2015. One of the promissory notes in the amount of $25,000 was in lieu of payment of cash for an outstanding balance due to a consultant of the Company. The promissory notes carry a 6% annual interest rate and are payable upon the earlier of (a) 24 months from the date of the promissory note or (b) the Company reaching a settlement(s) on a patent infringement claim(s) and receiving an aggregate of at least $2 million net proceeds from such settlement(s). 

The holders of the promissory notes shall receive repayment in the full face amount of the note from the initial $500,000 the Company actually receives from the net proceeds of its patent infringement claim(s) or from the net proceeds of a public offering. In addition the holder shall receive a preferred return (i) in an amount equal to up to 200% of the initial face amount of the note out of available cash by sharing with all other investors in this series of notes in the allocation of 50% of the available cash received by the Company form $2M - $4M and (ii) in an amount equal to up to 100% of the initial face amount of the note out of available cash by sharing with all other investors in this series of notes in the allocation of 25% of the available cash received by the Company from $4M - $6M. In other words, if the Company collects $6M in the net proceeds of available cash, the holder will receive a return equal to 400% of its investment. 

 

We had issued promissory notes in the amount of $275,000 during the year ended December 31, 2014. One of the promissory notes in the amount $50,000 was in lieu of payment of cash for an outstanding balance due to a consultant of the Company. The promissory notes carry the same terms as the notes issued in 2015.