Notes and advances payable

3 Months Ended

Mar. 31, 2016

Notes And Advances Payable

Notes and advances payable

Note 7 - Notes and advances payable

Notes payable consist of the following as of the date indicated:

	March 31, 2016		December 31, 2015
Officers, directors and affiliates:
Notes payable, interest 7.0%, due January 2019 (1)		40,498		43,803
Collateralized note payable (2)		120,728		120,728
Total officers, directors and affiliates		161,226		164,531
Less: Current portion of officers, directors, and affiliates		134,116		13,152
Long-term portion of officers, directors, and affiliates	$	27,110	$	151,379
Unrelated parties:
Notes payable, interest at 7.5%, due April 2016 (3)	$	100,000	$	100,000
Note payable, due March 2017 (4)		167,348		169,660
Note payable, interest variable (see below) due June 28, 2018 (5)		591,995		616,105
Note payable, interest at 7.0%, due August 2016 (6)		62,000		62,000
Notes payable, interest at 7.0%, due January 2017 (7)		30,141		32,606
Notes payable, interest at 7.0%, due January 2016, Extended to May 2016 (8)		183,000		183,000
Notes payable, interest at 4.957%, due October 2017 (9)		22,253		—
Total unrelated parties		1,156,737		1,163,371
Less: Current portion of unrelated parties		349,956		989,853
Long-term portion of unrelated parties	$	806,781	$	173,519

(1) On January 1, 2014, we memorialized certain short-term liabilities with one of our directors, Charlie Davis, into a formal promissory note. This not accrues interest at a rate of 7.0% with monthly payments equal to $1,316 (principal and interest) and will mature on January 1, 2019.

(2) On April 29, 2013, the Company executed a promissory note under which the Company agreed to pay Apex Financial Services Corp, a Colorado corporation, (“Apex”) the principal sum of $1,000,000, with interest accruing at an annual rate of 7.5%, with principal and interest due on May 31, 2014, and subsequently extended to March 31, 2017. The Company also agreed to assign 75% of its operating income from its oil and gas operations and any lease or well sale or any other asset sales to Apex to secure the debt. Apex is 100% owned by the CEO, director, and shareholder of the Company, Nicholas L. Scheidt. The Company borrowed the full amount of principal on the note, and also paid a loan fee of $10,000. In the event of default on the note and failure to cure the default in ten days, Apex may accelerate payment and the annual interest rate on the note will accrue at 18%. Default includes failure to pay the note when due or if the Company borrows any other monies or offers security in the Company or in the collateral securing the note prior to the note being paid in full.

(3) On March 28, 2012, the Company executed a promissory note with Pikerni, LLC (“Pikerni”). This note was extended and amended on April 1, 2015. The note accrues interest at 7.5% and is payable quarterly. The maturity date of the note is April 1, 2016, with principal payments of $5,000 due on June 30, 2015, September 30, 2015, December 31, 2015, and March 31, 2016, and the remaining principal balance of $80,000 due on April 1, 2016. At March 31, 2016, the Company was in default on this note. The Company is currently negotiating an amendment with Pikerni to cure the default.

(4) On March 28, 2012, the Company executed a Promissory Note with Fairfield Management Group, LLC, subsequently assigned to Donald Prosser (former CFO and Director) (“Prosser”) during the fiscal year ended December 31, 2015. The note has a principal balance of $150,000, accrues interest at 7.5% payable monthly and has a maturity date of March 31, 2016, which was subsequently extended to March 31, 2017.

On December 31, 2013, the Company executed a promissory note with Prosser for $28,500. This note accrues interest at a rate of 7.0% with monthly payments equal to $564 (principal and interest) and matures on January 1, 2019.

(5) On January 28, 2014, we entered into a line of credit loan agreement for $1,500,000 due January 15, 2015, subsequently extended to June 28, 2018. The terms of the note are as follows: 1) the accrued interest is payable monthly starting February 28, 2014, 2) the interest rate is variable based on an index calculated based on a prime rate as published by the Wall Street Journal index (currently 3.5%) plus an add on index with the current and minimum rate of 6.5%, the note has draw provisions and is collateralized by the wells and leases owned by the Company, a certificate of deposit for $500,000 at CityWide Banks pledged by a related party, and 5) the personal guarantee of Nicholas Scheidt, Chief Executive Officer. The amount eligible for borrowing on the Credit Facility is limited to the lesser of (i) 65% of the Company’s PV10 value of its carbon reserves based upon the most current engineering reserve report or (ii) 48 month cumulative cash flow based upon the most current engineering reserve report. In addition to the borrowing base limitation, the Company is required to maintain and meet certain affirmative and negative covenants and conditions in order to draw advances on the Credit Facility. The Credit Facility contains certain representations, warranties, and affirmative and negative covenants applicable to the Company, which are customarily applicable to senior secured loan facilities. Key covenants include limitations on indebtedness, restricted payments, creation of liens on oil and gas properties, hedging transactions, mergers and consolidations, sales of assets, use of loan proceeds, change in business, and change in control. At March 31, 2016, the Company was in compliance with all of the covenants. The above-referenced promissory note contains customary default and acceleration provisions and provides for a default interest rate of 21% per annum. In addition, the Credit Facility contains customary events of default, including: (a) failure to pay any obligations when due; (b) failure to comply with certain restrictive covenants; (c) false or misleading representations or warranties; (d) defaults of other indebtedness; (e) specified events of bankruptcy, insolvency or similar proceedings; (f) one or more final, non-appealable judgments in excess of $50,000 that is not covered by insurance; (g) change in control (25% threshold); (h) negative events affecting the Guarantor; and (i) lender in good faith believes itself insecure. In an event of default arising from the specified events, the Credit Facility provides that the commitments thereunder will terminate and the Lender may take such other actions as permitted including, declaring any principal and accrued interest owed on the line of credit to become immediately due and payable. The Credit Facility is secured by a security interest in substantially all of the assets of the Company, pursuant to a Security Agreement, Deed of Trust and Assignment of As-Extracted Collateral entered into between the Company and Citywide Banks

(6) On August 15, 2014, the Company redeemed the remaining 10 shares of Series A-1 Convertible Preferred Stock outstanding for consideration of $77,500, of which $15,500 was paid in cash and the remaining amount as a promissory note for $62,000. The note accrues interest at 7% per annum, payable in two installments as follows;

a. A payment of $31,000, plus accrued and unpaid interest was payable on August 15, 2015

b. A payment of $31,000, plus accrued and unpaid interest shall be payable on August 15, 2016

The Company did not make the August 15, 2015 principal payment and is currently in default on this note. The Company is negotiating new terms with the note holder.

(7) On December 31, 2013, the Company executed a promissory note with Pikerni for $49,500. This note accrues interest at a rate of 7.0% with monthly payments equal to $980 (principal and interest) and matures on January 1, 2019.

(8) In June 2013, in connection with the conversions of Series A-1 Preferred Stock by Burlingame Equity Investors II, LP and Burlingame Equity Investors Master Fund, LP, the Company issued unsecured promissory notes in the original principal amounts of $48,000 and $552,000, respectively, with interest at 7% per annum payable quarterly and all unpaid interest and principal due on July 23, 2014. We have agreed with the holders of these two existing notes to extend the maturity date of the notes to June 18, 2018.

(9) On March 1, 2016, the Company executed a Commercial Premium Finance Agreement – Promissory Note in the amount of $25,976 to finance one of its insurance policies. This note accrues interest at a rate of 4.957% and matures on October 17, 2016 with monthly payments equal to $3,247 (principal and interest).