Quarterly report pursuant to Section 13 or 15(d)

NOTE 6 - NOTE PAYABLE, CONVERTIBLE OID - RELATED PARTY

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NOTE 6 - NOTE PAYABLE, CONVERTIBLE OID - RELATED PARTY
9 Months Ended
Sep. 30, 2014
Note 6 - Note Payable Convertible Oid - Related Party  
NOTE 6 - NOTE PAYABLE, CONVERTIBLE OID - RELATED PARTY

NOTE 6 – NOTE PAYABLE, CONVERTIBLE OID – RELATED PARTY

 

    September 30, 2014     December 31, 2013  
Notes Payable – Convertible   Principal    

Unamort

Discount

   

Principal,

Net of

Discount

    Principal    

Unamort

Discount

   

Principal,

Net of

Discount

 
Related Party Affiliate   $ 66,000       -     $ 66,000     $ 66,000       -     $ 66,000  
                                                 

 

In June 2012, a related party who is an affiliate of the President and COO, made a non interest bearing short-term loan to the Company in the amount of $60,000. On August 15, 2012, this loan was exchanged for a one year original issue discount convertible note with detachable warrants. The face value of the note is $66,000. The $6,000 original issue discount was expensed as interest over the term of the note which matured in August 2013. The convertible note payable is convertible into 3,959,921 shares of the Company’s Class A common stock at a conversion rate of $0.0167 per share. The Company valued the beneficial conversion feature attached to the note using the intrinsic value method at a relative fair value of $28,571. The five-year warrants to purchase 3,959,921 shares of the Company’s Class A common stock at an exercise price of $0.033 were valued at a relative fair value of $31,429 based on using the Black-Scholes pricing model assuming a dividend yield of 0%, an expected volatility of 462.61%, and a risk free interest rate of .102%. The beneficial conversion feature and the relative fair value of the warrants were recorded as an increase to additional paid in capital and a discount to the note to be amortized to interest expense over the term of the note. The Company is technically in default though no written notice has been received from the related party. The Company is in discussions with the related party regarding either converting the note or extending it for further periods. As of the date of this report discussions continue. The net carrying value of the note at September 30, 2014 and December 31, 2013 was $66,000.