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Notes Payable and Notes Payable - Related Parties
3 Months Ended
Mar. 31, 2017
Notes Payable and Notes Payable - Related Parties [Abstract]  
NOTES PAYABLE AND NOTES PAYABLE - RELATED PARTIES

NOTE 7 – NOTES PAYABLE AND NOTES PAYABLE - RELATED PARTIES

 

At March 31, 2016 and December 31, 2016, notes payable consisted of the following:

 

  March 31, 2017 December 31, 2016
Notes payable $328,783  $336,283 
Notes payable, convertible  25,000   25,000 
Notes payable, related parties, convertible  1,824,633   1,824,633 
     Total $2,178,416  $2,185,916 

 

NOTES PAYABLE

 

Notes payable consisted of the following:

 

    March 31, 2017 December 31, 2016
Note payable to a former shareholder, past due as of January 2012, together with accrued interest at 5% APR and interest on overdue principal accruing at 10% APR.  (a)  $28,783  $28,783 
Note payable to a shareholder, past due as of August 1, 2015, together with accrued interest at 10% APR.  (b)   300,000   300,000 
Note payable to a shareholder, payable upon demand, together with imputed interest only, as applicable.  (c)   —     7,500 
     Total     $328,783  $336,283 

 

As of March 31, 2017, the Company had outstanding a past due note payable (b) to a shareholder in the amount of $300,000. For the three months ended March 31, 2016, the Company recognized a debt discount of $9,900 associated with two notes payable as they each carried a beneficial conversion feature. This debt discount has been fully amortized to interest expense for the year ended December 31, 2016.

 

At March 31, 2017, the Company was in arrears on the unsecured term note payable (a) to a former shareholder, and the unsecured term note payable (b) to a current shareholder.

 

NOTES PAYABLE, CONVERTIBLE

 

Notes payable, convertible consisted of the following:

 

    March 31, 2017 December 31, 2016
Note payable to an investor due as of January 20, 2018, together with accrued interest at 10% APR, and convertible at $0.01 per share of common stock.  (a)   25,000   25,000 
     Total     $25,000  $25,000 

 

NOTES PAYABLE, RELATED PARTIES, CONVERTIBLE

 

Notes payable, related parties, convertible consisted of the following:

 

    March 31, 2017 December 31, 2016
Note payable to a company controlled by an outside director (also a shareholder), due on demand together with accrued interest at 4.5% APR, and convertible at $0.01 per share of common stock.  (a)   60,000   60,000 
Note payable to the Company’s outside general counsel (also a shareholder), due on demand together with accrued interest at 4.5% APR, and convertible at $0.01 per share of common stock.  (b)   150,000   150,000 
Note payable to an outside director (also a shareholder), due on demand together with accrued interest at 4.5% APR, and convertible at $0.01 per share of common stock.  (c)   30,000   30,000 
Note payable to the Company’s outside general counsel (also a shareholder), due on demand together with accrued interest at 4.5% APR, and convertible at $0.007 per share of common stock.  (d)   120,000   120,000 
Note payable to the Company’s outside general counsel (also a shareholder), due on demand together with accrued interest at 12% APR, and convertible at $0.008 per share of common stock.  (e)   10,000   10,000 
Note payable to a related party investor (by virtue of shareholding percentage, both actual and on an as-converted basis), due November 13, 2018 together with accrued interest at 10% APR, and convertible at $0.01 per share of common stock.  (f)   100,000   100,000 
Note payable to a related party investor (by virtue of shareholding percentage, both actual and on an as-converted basis), due March 4, 2017 together with accrued interest at 10% APR, and convertible at $0.01 per share of common stock.  (g)   50,000   50,000 
Note payable to a related party investor (by virtue of shareholding percentage, both actual and on an as-converted basis), due March 18, 2019 together with accrued interest at 10% APR, and convertible at $0.01 per share of common stock.  (h)   100,000   100,000 
Note payable to a related party investor (by virtue of shareholding percentage, both actual and on an as-converted basis), due May 12, 2019 together with accrued interest at 10% APR, and convertible at $0.01 per share of common stock.  (i)   50,000   50,000 

 

Note payable to a related party investor (by virtue of shareholding percentage, both actual and on an as-converted basis), due June 7, 2019 together with accrued interest at 10% APR, and convertible at $0.01 per share of common stock.  (j)   200,000   200,000 
Note payable to a related party investor (by virtue of shareholding percentage, both actual and on an as-converted basis), due July 28, 2019 together with accrued interest at 10% APR, and convertible at $0.01 per share of common stock.  (k)   300,000   300,000 
Note payable to an outside director (also a shareholder), due on demand together with accrued interest at 4.5% APR, and convertible at $0.007 per share of common stock.  (l)   55,500   55,500 
Note payable to an outside director (also a shareholder), due on demand together with accrued interest at 4.5% APR, and convertible at $0.007 per share of common stock.  (m)   20,500   20,500 
Note payable to the Company’s president and chief executive officer (also a shareholder), due on demand together with accrued interest at 4.5% APR, and convertible at $0.007 per share of common stock.  (n)   349,329   349,329 
Note payable to the Company’s controller who is also a shareholder, which note is due on demand together with interest at 4.5% APR, and convertible at $0.007 per share of common stock.  (o)   134,604   134,604 
Note payable to the Company’s vice president of research and development (also a shareholder), due on demand together with accrued interest at 4.5% APR, and convertible at $0.007 per share of common stock.  (p)   49,000   49,000 
Note payable to an independent contractor (also a shareholder), which note payable is due on demand together with interest at 4.5% APR, and convertible at $0.007 per share of common stock.  (q)   25,700   25,700 
Note payable in the name of a son of an outside director (also a shareholder), due on demand together with accrued interest at 4.5% APR, and convertible at $0.005 per share of common stock.  (r)   20,000   20,000 
     Total     $1,824,633  $1,824,633 

 

Notes (a), (c), (l) and (r) reflect amounts due to a single outside director of the Company, who is also a shareholder, based on such director having (i) made certain vendor obligation payments directly on behalf of and for the benefit of the Company, (ii) having advanced certain funds to the Company at various dates for general working capital purposes, and (iii) having accrued director’s fees earned through September 15, 2016. In addition, the Company has recorded accounts payable, related parties, in the amount of $13,416 to the holder of notes (a), (c), (l) and (r).

 

Notes (b) and (d) reflect payment obligations owed to the Company’s outside general counsel for legal services incurred by the Company for the years ended December 31, 2015 and 2014.

 

Note (e) reflects a convertible debt investment made by the Company’s outside general counsel to the Company.

 

Notes (f), (g), (h), (i), (j) and (k) reflect amounts due to a certain related party investor and significant shareholder for convertible debt investments made from time to time as indicated.

 

Note (m) reflects amounts due to an outside director, who is also a shareholder, for accrued director’s fees earned through September 15, 2016.

 

Note (n) reflects amounts due to the Company’s president and chief executive officer, who is also a shareholder, for previously accrued base salary.

 

Note (o) reflects amounts due to the Company’s controller, who is also a shareholder, for previously accrued base salary.

 

Note (p) reflects amounts due to the Company’s vice president of research and development, who is also a shareholder, for previously accrued wages.

 

Note (q) reflects amounts due to an independent contractor who was President of one of EcoSmart’s divisions prior to the merger with EcoSmart and a current shareholder of the Company, for past earnings. See Note 10.

 

For the three months ended March 31, 2017, the Company did not receive any proceeds from the issuance of new convertible notes payable. For the year ended December 31, 2016, the Company received proceeds from the issuance of convertible notes payable in the amount of $45,000 and an additional $700,000 from the issuance of convertible notes payable to related parties (total $745,000).