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Note 2. Notes Payable
9 Months Ended
Sep. 30, 2015
Notes  
Note 2. Notes Payable

Note 2.            Notes Payable

 

            In August 2011, the Company borrowed $200,000 with a Promissory Note payable to David and Edna Kasmoch (related parties), the parents of Timothy Kasmoch, the Company’s President and Chief Executive Officer, at 12% interest and prepaid for a period of three months, renewable for an additional three months by the prepayment of additional interest and secured by certain equipment.  Timothy Kasmoch has personally guaranteed the repayment of this Note.  As of September 30, 2015 the Note was past due and the Company is in default.  The Company expects to extend the Note in the near future and pay it in full in the next twelve months, although there can be no assurance the Company will have adequate cash flow to allow for any additional payments or that the maturity date will be extended.  At both September 30, 2015 and December 31, 2014 the balance of this Note was $200,000.  In September 2015, the Company received a demand letter from counsel for the Note holder declaring a default under the Note.  Counsel demanded payment of the entire amount due under the Note, along with accrued interest and penalties.  The Company is in negotiations with counsel and their client to resolve this default, although there can be no assurance these negotiations will be successful.

 

            In November 2012, the Company received a Notice and Demand of Payment Withdrawal Liability from Central States Southeast and Southwest Areas Pension Fund (the “Notice”), the pension trustee that was funded by the Company for the benefit of its former employees at its City of Toledo operation.  In December 2013, the Company received a Notice of Default from Central States, and in September 2014 the Company agreed to pay Central States a total of $415,000 plus interest on a financed settlement over 19 months, with principal and interest payments of $6,000 per month for the first twelve months and principal and interest payments of $10,000 per month for the following six months, with a balloon payment of approximately $312,000 due on or before February 1, 2016.  Interest is charged at the Prime rate plus 2% (effective rate of 5.25% at September 30, 2015).  Concurrently a separate security agreement was agreed on, effectively securing all of the Company’s assets and future rights to assets.  As of the date of this filing, the Company is not in compliance with the new settlement agreement, as one payment of $10,000 is overdue for the November 1, 2015 due date.  In an event of default, the Company becomes liable for liquidating damages to Central States in the amount of $78,965.  This liability has been added to the total amount owed under this agreement.  At September 30, 2015 and December 31, 2014, the balance owed under this agreement was $425,112 and $389,389, respectively.

 

            As of September 30, 2015, the Company has one term note outstanding at 7.1% interest with an initial term of five years, with monthly payments of approximately $2,100 and secured by automotive equipment.  The amount owed on the note as of September 30, 2015 and December 31, 2014 was approximately $12,300 and $29,900, respectively, and is expected to be paid in full on the maturity date in March 2016.

 

            During the first nine months of 2015, the Company borrowed a total of approximately $54,000 to pay for an insurance policy on equipment coverage during the year.  The agreement is for a nine month term and accordingly is classified as current.  An interest rate of 8.4% is charged with a monthly payment of approximately $5,400.  At September 30, 2015 the balance of this note was approximately $21,100.  The Company also financed its directors and officers insurance in late 2014, financing $26,900 over 10 months at 9% interest, monthly payments of $2,800 and also unsecured.  That note was paid off in August 2015.

 

            In 2009 the Company approved an offering of up to $1,000,000 of Convertible Debentures (the “Debentures”), convertible at any time into our unregistered common stock at $2.00 per share.  The Debentures were issuable in $5,000 denominations, are unsecured and have a stated interest rate of 8%, payable quarterly to holders of record.  The Company has timely paid all accrued interest due to all Debenture holders of record as of each quarter-end date starting in July 2009.  At any time, the Company may redeem all or a part of the Debentures at face value plus unpaid interest.

 

            As of June 30, 2013, the Company had $455,000 of Debentures outstanding from the initial 2009 offering discussed above, but defaulted and did not pay the holders the principal amount due, all of which became due.  In the first nine months of 2015, two of the Company’s debenture holders converted a total of $91,260 in debt including accrued interest to 45,630 restricted shares of the Company’s common stock.  The transactions were exempt from the registration requirements under the Securities Act pursuant to section 4(a)(2) as a transaction by an issuer not involving a public offering.  These reduced the amount of Debentures that remain outstanding and in default at September 30, 2015 to $365,000.

 

            The Company continues to accrue interest on the principal amount at the rate set forth in the Debentures until the principal amount is paid in full.  The Company expects to pay all accrued interest due and the principal amount to all outstanding holders of the Debentures after completing substitute financial arrangements, though there can be no assurance of the timing of receipt of these funds and amounts available from these substitute arrangements.