XML 21 R10.htm IDEA: XBRL DOCUMENT v3.4.0.3
Note 5. Notes Payable
3 Months Ended
Mar. 31, 2016
Notes  
Note 5. Notes Payable

Note 5.  Notes Payable

 

Line of Credit

 

On October 23, 2008, the Company entered into an agreement with an unrelated third party for an unsecured Line of Credit up to a maximum of $1,000,000. The Line of Credit provided for funds to be drawn as needed and carries an interest rate on amounts borrowed of 9% per annum originally payable quarterly based on the pro rata number of days outstanding. All funds originally advanced under the facility were due and payable by November 1, 2012. As an inducement to provide the facility, the lender was awarded an immediate option to purchase 50,000 shares of common stock of the Company at $1.75 per share. In addition, the lender received an option to purchase a maximum of 250,000 additional shares of common stock of the Company at $1.75 per share. The options expire following repayment in full by the Company of the amount borrowed.

 

As of December 31, 2009, the Company had borrowed all of the $1,000,000 available to it under the Line of Credit. Interest on this debt incurred prior to June 30, 2009 has been paid in full. The Company was unable to satisfy the principal obligation of $1,000,000 by the due date of November 1, 2012 or any interest which accrued on the obligation after June 30, 2009 and is in default under the repayment terms of the note.

 

Convertible Notes and Warrants

 

Pursuant to a Private Placement Memorandum dated March 1, 2010, the Company offered Units consisting of a two year unsecured, convertible promissory note in the principal amount of $25,000 with interest at 12% per annum, together with a five year Warrant to purchase 50,000 shares of the Company's common stock at an exercise price of $1.00 per share. The Promissory Note is convertible into 50,000 shares of common stock of the Company immediately upon issuance at the option of the investor. Interest on the notes was originally payable either in cash or common stock at the option of the Company. However, interest may now be required to be paid in cash. The Company ultimately accepted subscriptions totaling $450,000 from unrelated accredited investors and an additional $25,000 for one Unit purchased by a Director of the Company. In addition, one previously non-related accredited investor who subscribed to $50,000 of notes became a Director in April of 2015. The five-year Warrants issued in connection with the Units have expired.

 

Pursuant to an additional Private Placement Memorandum dated October 25, 2010, the Company offered Units consisting of a two year unsecured, convertible promissory note in the principal amount of $25,000, together with a five year Warrant to purchase 50,000 shares of the Company's common stock at an exercise price of $1.00 per share. The Promissory Notes bear interest at 9% per annum and are convertible into 50,000 shares of common stock of the Company. Interest on the notes was originally payable in either cash or common stock at the option of the Company. However, interest may now be required to be paid in cash. The Company accepted subscriptions totaling $512,500 from unrelated accredited investors. On July 2, 2011, the Company redeemed a note in the principal amount of $25,000 by issuing 50,000 shares of common stock. At March 31, 2016, warrants to purchase 50,000 shares of common stock are outstanding. The remaining warrants issued in connection with this private placement have expired.

 

The Convertible Notes issued via the Private Placements discussed above total $962,500 and became due and payable beginning in March 2012 and extending at various dates through June 2013. As of the date of the filing of this report, all of the aforementioned debt obligations remain unpaid and in default under the repayment terms of the notes.

 

Interest Bearing Advances

 

In the first quarter of 2016, the Company solicited and received cash advances totaling $42,500 of which $25,000 came from current Directors of the Company. Proceeds from the advanced funds were earmarked for the payment of accounting and auditing fees. The advances are unsecured and carry an annual interest rate of 8%. A full year of interest will accrue in any year in which the advance remains unpaid for a portion of the year.

 

The table below summarizes the Company's debt arising from the above-described sources as of March 31, 2016 and December 31, 2015:

 

Gross Amount

Loan Facility

Owed

 

 

Line of Credit

$1,000,000

 

 

Private Placements:

 

   March 1, 2010

475,000

   October 25, 2010

487,500

 

 

Total Private Placements

962,500

 

 

Interest Bearing Advances

42,500

 

 

Total

$2,005,000