XML 18 R8.htm IDEA: XBRL DOCUMENT v2.4.0.6
CONVERTIBLE PROMISSORY NOTES
12 Months Ended
Dec. 31, 2011
CONVERTIBLE PROMISSORY NOTES [Abstract]  
CONVERTIBLE PROMISSORY NOTES
NOTE 2-CONVERTIBLE PROMISSORY NOTES

 In February 2008 the Company issued 7% convertible promissory notes (the "Notes") in the aggregate principal amount of $150,000 pursuant to a subscription agreement, dated January 25, 2008, as amended, between Silvergraph and certain accredited investors.  The holders of the Notes are the Company's two largest shareholders, both of which own more than 10% of the Company's outstanding common stock.  The subscription agreement provided that the subscribers would purchase a minimum of $100,000 and a maximum of $400,000 of the Notes. In April, 2008, the Company issued an additional $40,000 of the Notes to two accredited investors.    During the twelve months ended December 31, 2009, the Company issued an additional $6,052 of these notes and the aggregate amount outstanding at December 31, 2009 was $196,052 plus accrued interest of $22,207. 

In March 2010, the Company entered into amendment number 8 to the loan agreement.  Pursuant to the amended agreement, the Company received an additional $13,500 from the noteholders to pay for expenses incurred by the Company in filing its Form 10-K Annual Report for the year ended December 31, 2009.  In May 2010, the Company entered into amendment number 9 to the loan agreement.  Pursuant to the amended agreement, the Company received an additional $13,500 from the noteholders to pay for expenses incurred by the Company in filing its Form 10-Q Report for the quarter ended June 30, 2010.  In July 2010, the Company entered into amendment number 10 to the loan agreement.  Pursuant to the amended agreement, the Company received an additional $10,850 from the noteholders to pay for expenses incurred by the Company in filing its Form 10-Q Report for the quarter ended September 30, 2010.  As of December 31, 2010, the amounts due under the notes payable totaled $269,409 including accrued interest of $35,507.

On April 11, 2011, the Company entered into an 11th amendment to that certain loan agreement with the Company's two largest shareholders, Antaeus Capital Partners, Inc. and Thomas G. Schuster.  Under the 11th amendment, those two shareholders loaned the Company an additional $17,986 in exchange for its agreement to issue the two of them a total of 88,751 shares of the Company' common stock, restricted in accordance with Rule 144.   On July 27, 2011, the Company entered into a 12th amendment to the loan agreement with its two largest shareholders, Antaeus Capital Partners, Inc. and Thomas G. Schuster.  Under the 12th amendment, in July 2011, the Company issued those two shareholders a total of 32,101 shares of its common stock, restricted in accordance with Rule 144, in exchange for an loan in the amount of $6,722.  On December 20, 2011, the Company entered into an 13th amendment to the loan agreement with its two largest shareholders, Antaeus Capital Partners, Inc. and Thomas G. Schuster.  Under the 13th amendment, in November 2011, the Company issued those two shareholders a total of 25,501 shares of its common stock, restricted in accordance with Rule 144, in exchange for an loan in the amount of $5,100.  As of December 31, 2011, the amount due under the notes payable totaled $312,024 including accrued interest of $50,157.

 The obligations represented by the Notes have been amended by a 1st Amendment dated May 31, 2008; a 2nd Amendment dated June 20, 2008; a 3rd Amendment dated August 31, 2008; a 4th Amendment dated October 31, 2008, a 5th Amendment dated December 15, 2008, a 6th Amendment dated January 31, 2009, a 7th Amendment dated May, 2009, an 8th amendment dated March 9, 2010, a 9th amendment dated May 2010 and a 10th amendment dated July 2010 (the "Prior Amendments") which are incorporated herein by reference.   

As part of the 8th, 9th, 10th, 11th, 12th and 13th amendments  valued at $6,375, the Company agreed to issue to the Holders, pro rata, a total of 903,354 shares of Common Stock of the Company valued at $29,700, $35,100, $28,210, $31,063, and $8,025, respectively. The Company valued the shares based on the stock price at date of amended agreement and recorded the issuance of the shares as additional interest expense.

As of December 31, 2011, and after incorporating the Prior Amendments, the significant terms of the Notes are as follows:

1.  Payments:  The Company will pay all interest due and owing by adding such amounts to the outstanding principal balance of each Note, thereby increasing the outstanding principal balance of each Note.  All the payments-in-kind shall accrue interest as though such amounts were original principal indebtedness. The Company will not pay any principal payments in cash prior to maturity.

2.  Maturity:  The principal and all accrued interest shall become immediately due and payable upon receipt by the Company of written notice from a majority of the Holders.

3.  Event of Default:  In the event of an occurrence of any event of default specified below, the principal and all accrued interest shall become immediately due and payable without notice.  The occurrence of any of the following events shall constitute an event of default under this Note:

a.  The Company fails to make any payment when due and which failure has not been cured within fifteen (15) days following such failure.

b.  If the Company shall default in the payment or performance of any other material obligation of this Note or other debt of the Company.  

c.  If the Company or an operating wholly-owned subsidiary of the Company shall file a petition to take advantage of any insolvency act; make an assignment for the benefit of its creditors; commence a proceeding for the appointment of a receiver, trustee, liquidator or conservator of itself of a whole or any substantial part of its property; file a petition or answer seeking reorganization or arrangement or similar relief under the federal bankruptcy laws or any other applicable law or statute of the United States of America or of any state.

4.  Conversion Rights:

a.  Optional Conversion.  On or before the payment of the Note in full, the Holder may convert the principal amount owing on this Note, together with all accrued and unpaid interest, into fully paid and nonassessable shares of Common Stock at a conversion price per share the lower of $0.045 per share of common stock or the price per share of common stock (referred to as "X") derived from the following equation:  X=.95/Y where X is defined as the price per share of common stock and Y is defined as the reverse split ratio declared by the Company's board of directors.

b.  Mandatory Conversion.  If the Company does not complete a merger transaction with a private company approved by the board of directors ("Private Company"), by the Maturity Date whereby the Private Company owns up to 96% of the surviving entity, the Conversion Price shall automatically be reduced to the lower of (i) $0.002 or (ii) the conversion price that would cause the majority holder of the Notes to own upon conversion the number of shares of common stock of the Company determined to be 59% of the outstanding Common Stock on a fully-diluted basis and the remaining holders of the Notes to own a pro rata number of common shares of common stock of the Company.  

5.  Security:  The notes will be secured by all of the assets of New Era Studios, Inc., the Company's wholly-owned subsidiary, under a security agreement.  Silvergraph may not prepay the notes and so long as the notes are outstanding, the Company must obtain written approval from the note holders for certain actions identified in the notes, including, but not limited to, the issuance of debt, acquisition or sale of a material asset and issuance of dividends to common stockholders.  The security agreement will be null and void if the notes convert into a majority of Silvergraph's common stock.  In addition, the holders of the Notes have a right of first refusal on all equity financings contemplated by Silvergraph.