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COMMITMENTS AND CONTRACTUAL OBLIGATIONS
3 Months Ended
Mar. 31, 2015
Notes to Financial Statements  
NOTE 7 - COMMITMENTS AND CONTRACTUAL OBLIGATIONS

Loans Payable Related Party 

 

The amounts due to a related party at March 31, 2015 of $152,724, represents an unsecured promissory note (“Myers – LOC”) due to an officer and director of the Company on December 31, 2015. These amounts are unsecured and bear interest at 12% per annum. At March 31, 2015, accrued interest was $22,744.

 

Line of Credit Payable

 

On August 16, 2013, Birch First Capital Fund, LLC and/or Birch First Capital Management, LLC (“Birch First”) filed a complaint against the Company in the 15th Judicial Circuit of Florida (2013 CA 012838) alleging breach of contract under a Line of Credit Agreement (“LOC”) totaling $151,000. On September 5, 2013, the Company filed a response and counterclaim alleging a minimum of $200,000 damages to be accumulated at trial. In response, Birch First amended his original complaint to include breach of contract concerning a 2011 and 2013 Consulting Agreement, alleging $300,000 in unpaid fees. The Company does not recognize the consulting contracts currently under dispute as such agreements were not accounted for nor acknowledged by the former Board of Directors. On November 18, 2013, Birch brought a lawsuit in the 15th Judicial Circuit of Florida against Mr. Charles Cronin and Dr. Earl Beaver, naming the Company as a nominal defendant. A motion to dismiss was filed by the Company concerning this derivative lawsuit. As of the date of this report, both lawsuits are still pending as the Company and Birch engage in settlement negotiations. At this point in time, any amount or settlement is not determinable.

 

At March 31, 2015, the disputed liability including accrued interest under the LOC, was $207,132. The principle balance of the LOC being $151,000 is classified as a line of credit and the related accrued interest at March 31,2015, of $56,132 is classified in accrued liabilities.

 

Stock Compensation for investor relations services

 

On December 3, 2014, The Company entered into an Investor Relations Consulting Agreement (the “Agreement”) with EraStar Inc. (“EraStar”). Under the terms of the Agreement, the Company had the ability to challenge performance under the contract to an independent referee within certain timelines, which the Company initiated on January 21, 2015 (the “Termination Date”). Both EraStar and the Company have verbally agreed to restructure the Agreement, and negotiations have been postponed due to the unexpected passing of Mr. Jens Daalsgard, Erastar’s Chairman. For the period ended March 31, 2015, the Company recorded $92,466 of stock compensation for investor relations’ services and $15,000 in accrued liabilities.