NOTE 3 – NOTES PAYABLE – RELATED PARTIES

The Company’s notes payable to related parties classified as current liabilities consist of the following as of March 31, 2015 and December 31, 2014:

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On August 30, 2012 a company that is majority owned by a foreign investor and personal friend of the Company’s Chief Financial Officer (CFO), entered into an arrangement with the Company to loan up to $100,000 (subsequently increased to $300,000) based on purchase orders or invoices that have not been previously factored on a revolving basis at a rate of 2.5% per month (1.5% interest plus 1% penalty fee on the outstanding balance when interest is accrued). The initial deposit for this loan originated from the Company’s CFO pursuant to the investor, who is a foreign national, setting up an appropriate entity to handle further transactions. Further, the Company’s CFO continues to personally guarantee the loan. On May 14, 2014, the investor agreed and the Board voted by unanimous consent, to convert the original note of $100,000 to stock and warrants based on the Company’s existing PPM based on converting the amount in to shares of common stock, par value $0.001 per share (the “Common Stock”), at the rate of $2.40 per share for 41,667 shares and receiving five-year warrants to purchase 31,250 shares of Common Stock, based on 75% of the amount of shares to be issued at a per share price of $2.40. The investor agreed to this conversion on the condition that the shares would be issued without a restrictive legend and that the investor was able to deposit them in a brokerage account within 90 days. On August 1, 2014, the investor notified the Company that they were successful in depositing the shares into a brokerage account and the Company was credited a principal and interest payment of $100,000 allocated $47,445 and $57,555 respectively.  Between November 7 and November 20, 2014, part of the outstanding principal of $58,059 and accrued interest of $21,986 were converted into 84,653 shares of the Company’s Common Stock, the fair value of which were $152,322, resulting in loss on debt conversion in amount of $72,277. On December 21, 2014, the Company issued a note in total amount of $28,040, consisting of principal of $25,000 plus $3,040 additional advance. The note bears interest at a rate of 18% per annum and due 30 days from the date of the note. It can be extended each time for a further 30 days on payment of a 1% extension fee which can be accrued. At March 31, 2015 and December 31, 2014 there was outstanding principal balance of $244,520 and $241,915, based on the above mentioned activity respectively. Accrued interest and fees at March 31, 2015 and December 31, 2014 was $27,497, and $7,157 respectively.

On June 27, 2012 an individual over whom the Company’s CFO has significant influence, loaned the Company $10,000 at an interest rate of 1.5% per month payable monthly. Between July 13, 2012 and July 24, 2012 the related party advanced an additional $15,000 (the 2012 advances) due on demand. On January 1, 2013, the Company received $19,400 from this related party in exchange for forty-five day original issue discount note with a face value of $20,000 and a maturity date of February 15, 2013 (the 2013 note). The original discount interest rate was 2% per month. On May 30, 2014 a principal payment was made to the related party in the amount of $5,000. As of March 31, 2015 and December 31, 2014 there was an outstanding principal balance of $15,000 and $15,000, respectively. Accrued interest at March 31, 2015 and December 31, 2014 was $675 and $0.

On October 14, 2014, the Company issued a note of $10,000 with OID in amount of $750. At March 31, 2015 the balance of the note was $10,593, including accrued interest of $593.

During the second quarter of 2012, the Company reclassified $30,265 of accounts payable balances due to the CEO, to Notes payable – related parties. These balances were a result of Company expenses charged to the CEO’s personal credit cards. The Company was previously paying the credit card companies directly for these expenses incurred. During the third quarter 2012 the company recorded accrued payroll of $54,682 for this officer. These amounts are non-interest bearing and are on demand. The Company pays these loans as sufficient funds become available. At March 31, 2015 and December 31, 2014 this officer had an outstanding loan balance of $30,378 and $26,326, respectively.

During the first quarter of 2015, the Company’s CFO advanced monies in the amount of $8,783 to cover company expenses related to the Merger. These advances do not incur any interest and will be paid by the Company when sufficient funds are available. At March 31, 2015 and December 31, 2014 this officer had an outstanding loan balance of $8,783 and $0, respectively.

Also, during the first quarter of 2015, one of the Company’s directors advanced monies in the amount of $856 to cover company expenses related to the Merger. These advances do not incur any interest and will be paid by the Company when sufficient funds are available. At March 31, 2015 and December 31, 2014 this director had an outstanding loan balance of $856 and $0, respectively.