Notes to the Consolidated Financial Statements
March 31, 2014 and December 31, 2013
NOTE 1 NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Nature of operations
The Company was incorporated on October 14, 2010 under the laws of the state of Delaware. The Company is a real estate management and property development company and., through its wholly-owned subsidiaries of ESMG Inc., Top Sail Productions, LLC and D & B Music, Inc., the Company produces and distributes recorded music and intends to co-produce for distribution lower budgeted motion pictures.
In February, 2014 the Company expanded its operations to include the leasing and property management of facilities for the legal cultivation of medical cannabis, and the acquisition and/or entering into joint ventures with third parties involving the planning, staffing, management and operation of legalized medical marijuana dispensing and cultivation.
Mergers and Acquisitions
Effective as of January 31, 2013, the Company executed a merger by entering into a stock purchase agreement whereby the Company acquired all of the assets, contracts and obligations of ESMG Inc. existing as of that date through a cashless exchange of stock. ESMG Inc., which was formed in the state of Nevada on October 9, 2012, is a formative multi-media entertainment enterprise with an active music production and distribution division, as well as having a business plan to launch a motion picture and TV production and distribution division; a radio content syndication division and an on-line interactive sports division. Accordingly, as of January 31, 2013, through the acquisition of ESMG Inc., the Company expanded its operations to include entertainment in addition to continuing to offer real estate management and development services.
On May 30, 2013, the Company completed and funded the acquisition of Top Sail Productions, Top Sail a music production company and record label with a multi-year US distribution agreement through WEA, a Warner Music Group Company. The Company purchased Top Sail from Chuck Gullo, the principal of Top Sail, who will continue as Senior Executive Consultant to assist in the operation of Top Sail and other entertainment entities owned by the Company. The Company purchased the membership interests in Top Sail for a total of $440,000. The initial payment was $75,000 and $15,000 worth of the Companys 5,000,000 restricted common shares. The remaining $350,000 is being paid in installments until June 30, 2016.
On June 1, 2013 the board of directors entered into an Amendment and Plan of Reorganization with D & B Music, Inc. (previously known as D & B Records, Inc.) a Delaware corporation, in which D & B Music, Inc. merged with and into the Company. D & B Music, Inc., has a music catalog of 41 titles. The consideration paid by the company was the assumption by the Company of a promissory note for $242,000 due Pegasus Group, Inc. together with accrued and unpaid
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interest thereon of $114, 841 and the issuance of 7,000,000 of the Companys Series A preferred stock and 20,000,000 of the Companys common stock to the sole shareholder, David Michery, who is the CEO and director of the Company.
Organization
On October 10, 2012, the Companys board of directors adopted a resolution approving an amendment to our Articles of Incorporation to effectuate an increase of the authorized common shares from 25,000,000 par value $0.001 to 500,000,000 par value $0.001 and additionally authorized a 20 for 1 forward split increasing the number of issued and outstanding common shares from 9,245,600 common shares to 184,912,000 common shares. The forward split did not affect the number of authorized common shares or their par value.
On June 10, 2013, the Companys board of directors adopted a resolution approving an amendment to the Articles of Incorporation increasing the authorized common shares from 500,000,000 par value $0.001 to 2,000,000,000 par value $0.00001 and to designate 10,000,000 preferred shares, par value $0.00001, to be issued from time to time in one or more series as determined by the board of directors, with the balance being designated as 1,990,000,000 common shares.
On August 6, 2013, the Company filed a Certificate of Designation with the State of Delaware to create and issue a series of 10,000,000 preferred stock to be designated the Series A Preferred Stock .These shares rank senior to the common stock with respect to distributions or payments in the event of any liquidation, dissolution, or winding up of the Company.
On August 19, 2013, the Companys board of directors adopted a resolution approving an amendment to the Articles of Incorporation increasing the authorized shares from 2,000,000,000 par value $0.00001 to 5,000,000,000 par value $0.00001, with 10,000,000 preferred shares, par value $0.00001 and 4,990,000,000 common shares, par value $ 0.00001, to be issued from time to time in one or more series as determined by the board of directors.
Basis of presentation
The Companys consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP).
The accompanying unaudited quarterly financial statements have been prepared on a basis consistent with generally accepted accounting principles in the United States (GAAP) for interim financial information and pursuant to the rules of the Securities and Exchange Commission (SEC). In the opinion of management, the accompanying unaudited financial statements reflect all adjustments, consisting of only normal and recurring adjustments, necessary for a fair presentation of the results of operations, financial position and cash flows for the periods presented. The results of operations for the periods are not necessarily indicative of the results expected for the full year or any future period. These statements should be read in conjunction with the Companys Annual Report on Form 10-K for the year ended December 31, 2013 as filed with the SEC on April 15, 2014 (the 2013 Annual Report).
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Restated Balance Sheet
The balance sheet for December 31, 2013 has been restated for changes that were inadvertently left out of the Companys Annual Report Form 10K that was file with the SEC on April 15, 2014. The Annual Report Form 10K is in the process of being amended.
Development stage enterprise
The Company is currently a development stage enterprise reporting under the provisions of FASB ASC Topic 915, Development Stage Entity. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.
Use of estimates
The preparation of the accompanying financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that directly affect the results of reported assets, liabilities, revenue, and expenses. Actual results may differ from these estimates.
Revenue recognition
Operating revenue during the three months ended March 31, 2014 and for the year ended December 31, 2013 consists of the physical and digital sale of recorded music. Operating revenue during the year ended December 31, 2012 consists of property management fees. Such income was recognized during the period in which the Company generated sales and /or provided services.
Research and development
The Company records research and development expense as incurred.
Net loss per common share
Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by ASC Topic 260, "Earnings per Share". Basic earnings per common share (EPS) calculations are determined by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the reporting period. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.
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Income taxes
Income tax expense is based on pretax financial accounting income. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. Financial Accounting Standards Board Accounting Standards Codification ASC 740, Income Tax , requires the recognition of the impact of a tax position in the financial statements only if that position is more likely than not of being sustained on a tax return upon examination by the relevant taxing authority, based on the technical merits of the position.
At March 31, 2014 and December 31, 2013, the Company had no unrecognized tax benefits. The Company recognizes interest and penalties related to income tax matters in interest expense and operating expenses, respectively. As of March 31, 2014 and December 31, 2013, the Company had no accrued interest or penalties related to uncertain tax positions.
Concentration of cash
The Company maintains cash balances at a bank where amounts on deposit may exceed $250,000 throughout the year. Accounts at the institution are insured by the Federal Deposit Insurance Corporation up to $250,000. The Company has not experienced losses in such accounts and believes it is not exposed to any significant credit risk on cash.
Recent accounting pronouncements
The Company does not believe recently issued accounting pronouncements will have any material impact on its financial position, results of operations or cash flows.
NOTE 2 GOING CONCERN
The Company is a development stage company and the management of the Company has devoted substantially all of its efforts to locating real estate properties for development and constriction and to the production and/or distribution of recorded music from the music artists it has developed and from the music catalogs that it has acquired. The Company expects operating costs to continue to exceed funds generated from operations until significant revenues are generated from its operations and from new financing sources.
The Company had only generated minimal revenues from its operations through March 31, 2014 mainly due to the unsuccessful and disappointing sale of recorded music from the music artists it has under contract. As a result, the Company expects to continue to incur operating losses in the near term, and the operations in the near future are expected to continue to require working capital. The ability of the Company to continue as a going concern is in turn dependent on its ability to raise capital to meet its operating requirements.
The Companys independent auditors, in their report on the financial statements for the years ended December 31, 2013 and 2012, expressed substantial doubt about the Companys ability to continue as a going concern. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The financial statements do not
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include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that could result from the outcome of this uncertainty.
NOTE 3 - ACCOUNTS RECEIVABLE AND INVENTORY
Accounts receivable represents the net amount due from WEA/Warner Music Group from the sale of Top Sale Productions music CDs, and ESMGs digital music releases through March 31, 2014. Inventory represents the finished cost of Top Sail Productions music CDs (including prepaid royalties to music artists) available for resale to consumers, less a reserve for defective CDs of $3,729 as of March 31, 2014 and December 31, 2013. As of March 31, 2014 and December 31, 2013 the Company had an accounts receivable, net balance of $27,765 and $26,026.
NOTE 4 ACQUISITION OF ESMG, INC.
On January 31, 2013, the Company executed a stock purchase agreement with ESMG, Inc. whereby the Companys majority stockholder sold 155,200,000 shares of common stock (approx. 86.52% of the issued and outstanding) in exchange for all of the issued and outstanding stock of ESMG, Inc. On the date of the stock purchase agreement, ESMG, Inc. had an asset balance of $1,050,750 which consisted entirely of intangible assets related to music and picture rights and a liabilities balance of $1,050,750 which was made up of $1,025,000 in current notes payable and $25,750 in accounts payable.
Intellectual Property - Music
Through the acquisition of ESMG, Inc., the Company acquired the intangible assets of ESMG, Inc. which included the intellectual property rights to produce and/or co-produce original recorded music, and subsequent production and marketing costs, for the worldwide distribution of the following artists:
Artist
Jesse Scott
V.I.C.
Hurricane Chris
Tion Phipps
Choo Biggz
Bruce-E-Bee
Downtown Attraction
Kamp Hustle
Bungle Knot Dred
Other various Hip Hop catalog artists
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Intellectual Property - Picture
Through the acquisition of ESMG, Inc., the Company acquired the motion picture rights to co-produce with Gorilla Pictures the right to distribute worldwide the animated motion picture Bigfoots Big Halloween Adventures (the sequel to The Legend of Sasquatch). Management did not record an intellectual property asset with regards to the acquisition of ESMG, Inc. due to the lack of evidence to support a current valuation of the music and picture rights. The Company did not have an independent valuation of the intangible assets acquired. Management has reclassified the intangible assets upon acquisition to additional paid in capital due to the uncertain nature of future returns from the intellectual property assets. To date, the Company has generated minimal revenues from the music property rights.
NOTE 5 PREPAID EXPENSES
In early May of 2014, the Company began to proceed to terminate the Equity Purchase Agreement with Southridge Partners II, LLC (Southridge) on September 30, 2013. As previously disclosed in the Form 10-K financials and footnotes, the Company recorded a prepaid expense in the amount of $135,000 for fees incurred with Southridge Partners II, LLC in connection with the Equity Purchase Agreement entered into by the Company whereby Southridge has undertaken to purchase up to $ 10 million of the Companys issued common stock over a 24 month period at a rate equal to 90% of the Companys trading price during the applicable period prior to drawdown. The Companys obligation to Southridge for their fee and legal costs was evidenced partly through a promissory note for $100,000 due June, 2014 and partly through a convertible note for $35,000 maturing August 20, 2014. Under the terms of this Agreement, the Company is required to register an S-1 for the authority to issue registered common shares, which it plans to do so by the end of second quarter 2014.
As of the date of this filing, Southridge Partners II, LLC only advanced $20,000 to lawyers pursuant to this agreement. Furthermore, the Company is in the process of terminating the Equity Purchase Agreement with Southridge. The Company has restated its financial statements as of December 31, 2013 to write off $115,000 of prepaid expenses against $35,000 in convertible notes payable and $80,000 in promissory notes payable to Southridge Partners II, LLC.
NOTE 6 - MUSIC CATALOG
The music catalog arises from the merger of D & B Music, Inc. into the Company on June 1, 2013. D & B Music, Inc. (formerly D & B Records, Inc.) has the worldwide rights to reproduce and distribute 41 fully produced titles.
The sole shareholder of D & B Music, Inc at the time of merger was David Michery, the Companys CEO and President. The Company did not record an intangible asset on this acquisition because the transaction was consumed between related parties. The Company did not have an independent valuation of the assets acquired. The cost to acquire D & B Music, Inc. was the assumption of $357,111 in liabilities as well as the par value of stock issued as noted in part (b) below.
(a)
the assumption by the Company of a promissory note, originally dated February 1, 2009, payable in the amount of $242,000 to Pegasus Group, Inc., together with the assumption of accrued and unpaid interest thereon through June 30, 2013 of $114,841, for total consideration of $ 356,841 to acquire D & B Music, Inc.; plus
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(b)
$ 270 par value of 7,000,000 preferred shares and 20,000,000 common shares issued to David Michery for the right to access and duplicate the recording masters associated with both the D & B Music catalog and David Micherys own music catalog , for exploitation by ESMG and distribution through WEA/Warner Music Group.
ESMG has begun to compile and re-release albums of artists comprised in both music catalogs. Interest continues to accrue at the rate of 10% on the balance of principal due to Pegasus Group, Inc.,
NOTE 7 FIXED ASSETS: PROPERTY & EQUIPMENT
Property and equipment consists of the following at March 31, 2014 and December 31, 2013:
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March 31, 2014
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December 31, 2013
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Property and equipment, net
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$9,412
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$9,412
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Less: accumulated depreciation
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2,255
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1,527
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Property and equipment, net
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$7,157
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$7,885
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Depreciation expense for the three months ended March 31, 2014 was $728.
NOTE 8 - ACCRUED LIABILITIES
Accrued liabilities at March 31, 2014 and December 31, 2013 represent the following:
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March 31, 2013
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December 31, 2013
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Accrued interest: D & B Music, Inc. (See Note 6)
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$ 142,817
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$ 134,805
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Other accrued interest on short-term debt
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61,318
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40,658
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Accrued management compensation due CEO and CFO
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135,794
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125,712
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Total accrued liabilities
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$ 339,929
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$ 301,175
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NOTE 9 DUE TO/FROM RELATED PARTY
From time to time, the Company will advance money to and from an affiliated company at zero interest, payable on demand. The amount due to an affiliated company of $13,928 at December 31, 2013 represents the balance due to Michery Inc. for costs originally incurred by Michery, Inc. totaling $ 25,750 to acquire and initial test market music recorded by the music artist Bruce-E-Bee. Michery Inc. assigned all right and interest of this artist to ESMG Inc. on October 22, 2013, with the understanding that ESMG Inc., will reimburse Michery, Inc. the noted costs. Michery Inc. is owned by our CEO, David Michery.
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NOTE 10 COMMITMENTS & CONTINGENCIES
The Company remitted $35,000 on September 6, 2013 to open an escrow deposit to acquire a parcel of approximately 3.55 acres of land located in the city of Corona, California with already approved plans, permits and tract mapping etc. to construct 60 residential townhouses to be called Tuscany Villas. In addition, the Company obtained a certified appraisal on the property at a cost of $ 3,500. The total purchase price was subsequently reduced on December 5, 2013 to $4,100,000. The current property owner agreed to take back a first trust deed note in the property of $ 2,645,000, leaving the Company to fund the balance of $1,420,000 on or before the required escrow closing and funding date of January 14, 2014. The Company was unable to secure the required funding by the close of escrow and have forfeited the $35,000 deposit. The Company plans to pursue this project and is still in negotiations with the land owner.
Joint Venture Agreement with CanMed Ventures, Inc.
On February 23, 2014, the Company entered into a Joint Venture Agreement with CanMed Ventures, Inc., a British Columbia company, to build and operate a 30,000 square foot cultivation facility for the production of medical marijuana, whereby the Company will own 100% of the building, land and equipment and has granted CanMED a 10-year management contract for the operation of the Joint Venture.
Legal Status of Marijuana Industry in Canada
Recently, there was a Federal Court action which was commenced by 2 licensed medical marijuana patients. They won an injunction to block the new regulations from ending their right to grow marijuana or to have a designated grower. Health Canada is preparing an appeal of the injunction to have it set aside. Or the issue will go to trial within an estimated 4 to 5 months. This led to a temporary halt on growers like our proposed deal with Health Canada, The injunction did not prevent the introduction of the new regulations on April 1st. Now there are 12 to 14 Licensed Producers (LP) in Canada supplying medical marijuana to the market. There are some 350 LP applications being processed by Health Canada at this time. So for now we have in Canada both the old regulations and the new regulations in effect.
Legal experts have speculated that there is a 90% likelihood of the injunction being overturned. The problem with the old regulations is that people are allowed to grow in their homes or hire someone to grow in their homes without adequate fire and security measures. Most growers are also sources for the illegal market. So the legal right issue is more about affordability than about the right to grow and Health Canada has the legal authority to regulate this market.
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All current LP are impacted by the injunction. Instead of having a 40,000 customer pool to themselves, they must compete against the old system until the court decision is made. These circumstances give our Joint Venture the opportunity to capture market share that would have gone elsewhere but for the injunction. In addition, these circumstances require a re-evaluation of market strategy and tactics as follows:
Configure CanMEDs operations to grow and sell marijuana under both the old and the new regulations with a strong focus upon customer acquisition.
Look to acquire suitable land and prepare to file Health Canada license application or make agreement with company that has already filed and is well advanced in the process.
Make agreements with existing growers who operate under the old regulations to acquire their customers. This would bring revenues within 60 to 90 days.
As of March 31, 2014, the Company has not made any payments or advanced any assets pursuant to the joint venture agreement with CanMEd.
Asset purchase agreement with Susie Q and Puget Power Co LLC
On March 7, 2014, the Company entered into an Asset Purchase Agreement with Jessica Vance, the owner of Suzie Qs NPO and Puget Power CO LLC, which is located at 12710 Aurora Ave N, Seattle WA 98133. The acquired business consists of permits and licenses issued by the City of Seattle for the cultivation and sale of medical cannabis to patients, as well as the lease on the facility, and all the necessary equipment and furniture.
Under the Asset Purchase Agreement, the Company will be purchasing, free and clear of all liabilities, all rights, permits, licenses, applications, records, leases, equipment, and any other assets related to the acquired business. The sale has yet to be completed. The Agreement calls for the purchase of 100% of the assets of the Co-Op as well as the purchase and transfer of a Tier I Production License granted by the Washington State Liquor Board.
The consideration proposed is for the Company to pay Ms. Vance a total cash payment of $250,000 and 25,000,000 common shares.
Consulting agreement
On March 7, 2014, the Company entered into a consulting agreement with Jessica Vance whereby the Company will compensate Ms. Vance a $3,000 a month.
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Office lease
The Company entered into a lease agreement on July 1, 2013 which commenced on August 31, 2013. The Company paid a lease deposit of $8,714 represents a security deposit paid to the landlord against the lease of office space at 6725 Sunset Boulevard, Suite 420, Hollywood, CA 90028, which houses ESMGs music and motion picture operations. The offices consist of 2,592 square feet for a lease term of 66 months. As an inducement for the Company to lease the space, a 50% rent abatement of $ 45,100.80 was allowed by the landlord for the first 12 months of occupation, so that the annualized rent for the first 12 months is $ 45,100.80, plus common areas charges. Thereafter, the rent becomes $92,897.28 in year two; $ 95,696.64 in year three; $ 98,573.76 in year four; $101,528.64 in year 5 and $ 52,280.64 for the final 6 months in year 6, plus an applicable increment for common area costs in all years. As a further concession, the landlord granted a tenant improvement allowance of up to $25,920 to cover the cost of initial (move-in) construction build and certain equipment required by the Company.
Minimum future rental payments under the agreement are as follows:
2014 - $61,033
2015 - $93,830
2016 - $96,655
Conditional Leases in the Los Angeles area
The Company signed a conditional lease for the launch of its first medical cannabis cultivation center. Plans call to subdivide the property into up to 6 separate nurseries to be sublet to fully licensed dispensaries in Los Angeles. Primco has decided to pull back on its MJ plans for the Los Angeles market. Legislation continues to change on a daily basis and Primco is unclear until California has ratified its position one way or another. Primco currently maintains leases in the unincorporated parts of Los Angeles and will not move forward with its LA MJ plan until local and federal law permit. Furthermore Primco has decided to focus all its efforts in the State of Washington and in Canada.
NOTE 11 RELATED PARTY TRANSACTIONS
Due to/from related party
From time to time, the Company will advance money to and from an affiliated company at zero interest, payable on demand. The affiliated Company shares the same chief executive officer, David Michery. As of March 31, 2014 the Company has an advances to related party balance of $33,306. At December 31, 2013 the company had a due to related party balance with respect to the affiliated company in the amount of $13,928.
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Merger of D & B Music, Inc.
As explained in Note 7, D & B Music, Inc. (formerly D & B Records, Inc.) merged with the Company on June 1, 2013. D & B Music, Inc. has the worldwide right to reproduce and distribute 41 fully produced titles. At the time of merger, the sole owner of D & B Music, Inc. was David Michery, our CEO. As a component of the merger, David Michery received 7,000,000 preferred shares and 20,000,000 common shares of the Company.
NOTE 12 SHORT TERM DEBT
On November 25, 2013, Magna Funds, LLC entered into a debt purchase agreement with GAGG, Inc. for the purchase and assignment of $50,000 in principle of that certain promissory note to GAGG, Inc. in the original amount of $250,000 dated May 21, 2013. On the same date, the Company then entered into a convertible debenture with Magna Funds, LLC for that $50,000 of debt assigned. As of March 31, 2013, Magna Funds, LLC converted $50,000 of principle into 909,545,456 unrestricted common shares of the Company.
On December 30, 2013, Magna Funds, LLC entered into a debt purchase agreement with GAGG, Inc. for the purchase and assignment of $50,000 in principle of that certain promissory note to GAGG, Inc. in the original amount of $250,000 dated May 21, 2013. On the same date, the Company then entered into a convertible debenture with Magna Funds, LLC for that $50,000 of debt assigned. As of March 31, 2013, Magna Funds, LLC converted $14,450 of principle into 87,578,384 unrestricted common shares of the Company.
On January 13, 2014, Sherry Harden entered into a debt purchase agreement with Pegasus Capital, Inc. for a $5,000 portion of the promissory note originally in the amount of $242,000 dated February 1, 2009. On the same date, the Company then entered into convertible debenture for that $5,000 portion of debt assigned to Mrs. Harden through the debt purchase agreement. As of March 31, 2013, Mrs. Harden converted $5,000 of principle into 100,000,000 unrestricted common shares of the Company.
On January 13, 2014, SFH Capital, LLC entered into a debt purchase agreement with Pegasus Capital, Inc. for a $5,000 portion of the promissory note originally in the amount of $242,000 dated February 1, 2009. On the same date, the Company then entered into convertible debenture for that $5,000 portion of debt assigned to SFH Captial, LLC. As of March 31, 2013, SFH Capital, LLC converted $5,000 of principle into 100,000,000 unrestricted common shares of the Company.
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On February 13, 2014, SFH Capital, LLC entered into a debt purchase agreement with Pegasus Capital, Inc. for a $22,515 portion of the promissory note originally in the amount of $242,000 dated February 1, 2009. On the same date, the Company then entered into convertible debenture for that $22,515 portion of debt assigned to SFH Captial, LLC. As of March 31, 2013, SFH Capital, LLC converted $22,515 of principle into 125,000,000 unrestricted common shares of the Company.
Short-term debt at March 31, 2014 and December 31, 2013 represents the following:
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March 31, 2014
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December 31, 2013
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Balance of Promissory Note due GGAG, Inc.
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$150,000
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$200,000
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Balance of Promissory Note due Pegasus Group, Inc.
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195,485
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228,000
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Promissory Note due Southridge Partners II, LLC
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20,000
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100,000
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Balance of Promissory Note due Gorilla Pictures
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265,000
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265,000
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Total Notes Due
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$630,485
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$793,000
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NOTE 13 - SHORT-TERM CONVERTIBLE DEBT AND DERIVATIVE LIABILITY
From time-to-time, the Company enters into convertible note agreements whereby the conversion feature is required to be bifurcated out as a derivative liability. Upon conversion of all or a portion of the convertible note, the derivative liability associated with the principal and interest converted is valued immediately before conversion using the Black-Scholes model. The change in fair value of the derivative liability associated with the principal and interest converted was recorded as a gain/loss on fair value of derivative liability in the accompanying statement of operations, with the remaining value of that portion of the derivative liability written off with a corresponding credit to additional paid-in capital.
Convertible Notes Asher Enterprises
On April 4, May 14, July 10, August 28, and October 14, 2013, the Company issued convertible notes of $32,500, $63,000, $55,000, $32,500, and 32,500 to Asher Enterprises, Inc. Under the terms of the notes, the Company is to repay any principal balance and interest, at 8% per annum at the maturity dates ranging from December 11, 2013 to July 21, 2014. Of the principal amounts, $2,500 to $3,000 was withheld for legal expenses from each note resulting in an on-issuance discount of the notes that will be amortized over the life of the note. The Company may prepay the convertible promissory notes prior to maturity at varying prepayment penalty rates specified under the agreements. The convertible promissory notes are convertible into shares of the Companys common stock after six months. The conversion price is calculated by
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multiplying 51 - 58% (42 - 49% discount) by the average of the lowest three closing bid prices during the 10 days prior to the conversion date. Since the conversion features are only convertible after six months, there is no derivative liability upon issuance. However, the Company accounts for the derivative liability upon the passage of time or in the event of default whereby the notes become convertible if not extinguished, as defined above. Derivative accounting applies upon the conversion feature being available to the holder, as it is variable and does not have a floor as to the number of common shares in which could be converted.
During the quarter ended December 31, 2013, the notes dated April 4 and May 14, 2013 became convertible into common stock the above motioned conversion rates. The Company recognized initial derivative liability in aggregate of approximately $102,200 which resulted in a full discount of the convertible notes and an additional day one charge of $12,288 for the excess value of the derivative liability over the convertible notes. Both of the notes, including approximately $3,800 of accrued interest thereon were converted in full during the quarter ended December 31, 2013, for 283,429,725 shares of common. Upon conversion, the discounted notes were accreted up to face value. In the three months ended March 31, 2014, Asher converted $25,300 of principle convertible debt into 466,600,000 shares of common stock.
Convertible Notes Magna Group, LLC
On November 25, 2013, pursuant to a debt purchase agreement, described in 12, the Company issued a convertible note of $50,000 to Magana Group, LLC. Under the terms of the note, the Company was to repay any principal balance and interest, at 12% per annum at the maturity date of August 25, 2014. The Company could prepay the convertible promissory note prior to maturity at varying prepayment penalty rates specified under the agreement. The convertible promissory note was convertible into shares of the Companys common stock any time after the issuance of the convertible note. The conversion price was calculated by multiplying 55% (45% discount) by the lowest trading price in the three (3) trading days prior to the conversion date. The conversion feature was considered a derivative liability as the conversion feature was variable with no floor as to the number of common shares which could be converted. Accordingly, the Company calculated a derivative liability using the Black-Scholes option pricing model with the following assumptions: volatility of 190.7%, expected life of 1.67 years, risk free interest rate of 0.12% and no dividends. As of March 31, 2013, Magna Funds, LLC converted $50,000 of principle pertaining to this note into 909,545,456 unrestricted common shares of the Company.
On December 30, 2013, pursuant to a debt purchase agreement, described in 12, the Company issued a convertible note of $50,000 to Magana Group, LLC. Under the terms of the note, the Company was to repay any principal balance and interest, at 12% per annum at the maturity date of September 30, 2014. The Company could prepay the convertible promissory note prior to maturity at varying prepayment penalty rates specified under the agreement. The convertible promissory note was convertible into
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shares of the Companys common stock any time after the issuance of the convertible note. The conversion price was calculated by multiplying 55% (45% discount) by the lowest trading price in the three (3) trading days prior to the conversion date. The conversion feature was considered a derivative liability as the conversion feature was variable with no floor as to the number of common shares which could be converted. Accordingly, the Company calculated a derivative liability using the Black-Scholes option pricing model with the following assumptions: volatility of 190.7%, expected life of 1.67 years, risk free interest rate of 0.12% and no dividends. As of March 31, 2013, Magna Funds, LLC converted $14,450 of principle into 87,578,384 unrestricted common shares of the Company.
Convertible Notes Redwood Management LLC
On April 29, 2013, the Company issued a convertible note of $200,000 to Redwood Management LLC. Under the terms of the note, the Company was to repay any principal balance and interest, at 8% per annum at the maturity date of April 29, 2014. The Company may prepay the convertible promissory note prior to maturity at varying prepayment penalty rates specified under the agreement. The convertible promissory note was convertible into shares of the Companys common stock any time after the issuance of the convertible note. The conversion price is calculated by multiplying 55% (45% discount) by the lowest closing day trading price during the eight (8) trading days prior to the conversion date. The conversion feature is considered a derivative liability as the conversion feature is variable with no floor as to the number of common shares which could be converted. Accordingly, the Company calculated the derivative liability to be $1,417,303 using the Black-Scholes option pricing model with the following assumptions: volatility of 208.6%, expected life of 1.0 year, risk free interest rate of 0.12% and no dividends. This derivative liability exceeded the principal amount resulting in a full discount of the note and an additional day one charge for the excess value of the derivative liability of $1,217,303 which is included in the accompanying statement of operations. The discount is being amortized over the life of the note.
During the year ended December 31, 2013, the holder of the convertible note converted $200,000 of principal into 151,801,600 shares of common stock. In aggregate, derivative liability of $552,854 associated with the converted principal was credited to additional paid-in capital at the time of conversion. As of December 31, 2013, there was no remaining derivative liability associated with this note as all outstanding balances were fully converted. The company recorded a gain on the change in fair value of the derivative liability of $864,449 during the yeare ended December 31, 2013. During the year ended December 31, 2013, amortization of debt discount was $200,000. As of December 31, 2013 there was no remaining unamortized discount. The Company used the below range of inputs to the Black-Scholes pricing model for each valuation and the quarter end valuation related to the derivative liability.
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Convertible Note Redwood Fund II, LLC
On April 29, 2013, the Company issued a convertible note of $100,000 to Redwood Fund II, LLC. Under the terms of the note, the Company is to repay any principal balance and interest, at 8% per annum at maturity date of January 29, 2014. During the three months ended September 30, 2013, an additional $$50,000 was received and added to the note with the same terms and conditions for an aggregate note balance of $150,000. The Company may prepay the convertible promissory note prior to maturity at varying prepayment penalty rates specified under the agreement. The convertible promissory note is convertible into shares of the Companys common stock after six months. The conversion price is calculated by multiplying 55% (45% discount) by the lowest traded price during the eight (8) days prior to the conversion date. Since the conversion feature is only convertible after six months, there is no derivative liability upon issuance. However, the Company accounts for the derivative liability upon the passage of time or in the event of default whereby the note becomes convertible if not extinguished, as defined above. Derivative accounting applies upon the conversion feature being available to the holder, as it is variable and does not have a floor as to the number of common shares in which could be converted.
During the quarter ended December 31, 2013, the $150,000 note became convertible. The conversion feature is considered a derivative liability as the conversion feature is variable with no floor as to the number of common shares which could be converted. Accordingly, the Company calculated the derivative liability to be $79,935 using the Black-Scholes option pricing model with the following assumptions: volatility of 170.8%, expected life of 0.26 year, risk free interest rate of 0.02% and no dividends. The discount is being amortized over the life of the note.
During the year ended December 31, 2013, the holder of the convertible note converted $30,336 of principal into 195,653,333 shares of common stock. In aggregate, derivative liability of $38,064 associated with the converted principal was credited to additional paid-in capital at the time of conversion. As of December 31, 2013, derivative liability associated with this note of $145,773 remained outstanding. The company recorded a loss on the change in fair value of the derivative liability of $103,902 during the year ended December 31, 2013. During the year ended December 31, 2013, amortization of debt discount was $55,534. As of December 31, 2013 there is $24,401 of unamortized discount. The Company used the below range of inputs to the Black-Scholes pricing model for each valuation and the quarter end valuation related to the derivative liability.
In the three months ended March 31, 2014, Redwood Fund II, LLC converted $35,726 of convertible debt into 874,507,274 shares of common stock in the Company.
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Convertible Notes WHC Capital, LLC (1)
On June 27, August 8, September 9, October 22, November 29, and December 27, 2013, the Company issued convertible notes of $50,000, $100,000, $100,000, $50,000, $50,000, and $50,000, respectively to WHC Capital, LLC. Under the terms of the notes, the Company is to repay any principal balance and interest, at 10% per annum at the maturity dates ranging from May 1 October 31, 2014. The Company may prepay the convertible promissory note prior to maturity at varying prepayment penalty rates specified under the agreement. The convertible promissory notes are convertible into shares of the Companys common stock six months after the issuance of the convertible note. The conversion price is calculated by multiplying 45% (55% discount) by the average of the three (3) lowest intra-day trading prices for the Companys common stock during the ten (10) trading days prior to the conversion date. Since the conversion features are only convertible after six months, there is no derivative liability upon issuance. However, the Company accounts for the derivative liability upon the passage of time or in the event of default whereby the notes become convertible if not extinguished, as defined above. Derivative accounting applies upon the conversion feature being available to the holder, as it is variable and does not have a floor as to the number of common shares in which could be converted.
As of December 31, 2013, one of the notes (June 27, 2013) became convertible and was subject to derivative accounting. Accordingly, the Company calculated the derivative liability to be $58,427 using the Black-Scholes option pricing model with the following assumptions: volatility of 287.8%, expected life of 0.35 year, risk free interest rate of 0.07% and no dividends. The discount is being amortized over the life of the note.
As of December 31, 2013, derivative liability associated with this note of $70,314 remained outstanding. The company recorded a loss on the change in fair value of the derivative liability of $11,877 during the year ended December 31, 2013. During the year ended December 31, 2013, amortization of debt discount was $2,893. As of December 31, 2013 there is $47,107 of unamortized discount. The Company used the below range of inputs to the Black-Scholes pricing model for each valuation and the quarter end valuation related to the derivative liability.
Convertible Note WHC Capital, LLC (2)
As indicated below below, the Company issued convertible promissory notes to WHC Capital, LLC. Each note contained the same terms and maturity date. Under the terms of the notes, the Company is to repay any principal balance and interest, at 10% per annum at the maturity date of May 1, 2014. The Company may prepay the convertible promissory notes prior to maturity at varying prepayment penalty rates specified under the agreement. The convertible promissory notes are convertible into shares of the Companys common stock any time after the issuance of the convertible note. The conversion prices are calculated by multiplying 45% (55% discount) by the average of the three (3) lowest intra-day trading prices for the Companys common stock during the
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ten (10) trading days prior to the conversion date. The conversion features are considered derivative liabilities as the conversion features are variable with no floor as to the number of common shares which could be converted.
On June 27, 2013, the Company issued a convertible note of $100,000 to WHC Capital, LLC. The Company calculated the derivative liability to be $131,703 using the Black-Scholes option pricing model with the following assumptions: volatility of 259.6%, expected life of 0.84 years, risk free interest rate of 0.15% and no dividends. This derivative liability exceeded the principal amount resulting in a full discount of the note and an additional day one charge for the excess value of the derivative liability of $31,703 which is included in the accompanying statement of operations. The discount is being amortized over the life of the note. During the year ended December 31, 2013 accretion of discount was $100,000 based on the original convertible note and accelerated amortization due to conversation of the principal balance.
During the year ended December 31, 2013, the holder of the convertible note converted $100,000 of principal into 133,290,807 shares of common stock. In aggregate, derivative liability of $798,067 associated with the converted principal was credited to additional paid-in capital at the time of conversion. As of December 31, 2013, there was no remaining derivative liability associated with this note as all outstanding balances were fully converted. The company recorded a loss on the change in fair value of the derivative liability of 666,364 during the year ended December 31, 2013. The Company used the below range of inputs to the Black-Scholes pricing model for each valuation related to the derivative liability.
On August 5, 2013, the Company issued a convertible note of $100,000 to WHC Capital, LLC. The Company calculated the derivative liability to be $291,725 using the Black-Scholes option pricing model with the following assumptions: volatility of 382.0%, expected life of 0.74 years, risk free interest rate of 0.12% and no dividends. This derivative liability exceeded the principal amount resulting in a full discount of the note and an additional day one charge for the excess value of the derivative liability of $191,725 which is included in the accompanying statement of operations. The discount is being amortized over the life of the note. During the year ended December 31, 2013 accretion of discount was $100,000 based on the original convertible note and accelerated amortization due to conversation of the principal balance.
During the year ended December 31, 2013, the holder of the convertible note converted $100,000 of principal and interest into 104,932,197 shares of common stock. In aggregate, derivative liability of $298,939 associated with the converted principal was credited to additional paid-in capital at the time of conversion. As of December 31, 2013, there was no remaining derivative liability associated with this note. The Company used the below range of inputs to the Black-Scholes pricing model for each valuation and the quarter end valuation related to the derivative liability.
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On September 9, 2013, the Company issued a convertible note of $100,000 to WHC Capital, LLC. The Company calculated the derivative liability to be $84,349 using the Black-Scholes option pricing model with the following assumptions: volatility of 382.0%, expected life of 0.64 years, risk free interest rate of 0.12% and no dividends. This derivative liability discounted the note for a like amount and is being amortized over the life of the note. During the year ended December 31, 2013 accretion of the discount was $84,349 based on the original convertible note and accelerated amortization due to conversation of the principal balance.
During the year ended December 31, 2013, the holder of the convertible note converted $100,000 of principal and interest thereon into 368,980,000 shares of common stock. In aggregate, derivative liability of $273,418 associated with the converted principal was credited to additional paid-in capital at the time of conversion. As of December 31, 2013, there was no remaining derivative liability associated with this note as all outstanding balances were fully converted. The company recorded a loss on the change in fair value of the derivative liability of 172,819 during the year ended December 31, 2013. The Company used the below range of inputs to the Black-Scholes pricing model for each valuation related to the derivative liability.
On October 9, 2013, the Company issued a convertible note of $100,000 to WHC Capital, LLC. The Company calculated the derivative liability to be $86,354 using the Black-Scholes option pricing model with the following assumptions: volatility of 309.1%, expected life of 0.56 years, risk free interest rate of 0.10% and no dividends. This derivative liability discounted the note for a like amount and is being amortized over the life of the note. During the year ended December 31, 2013 accretion of the discount was $27,149 based on the original convertible note. As of December 31, 2013, there was $59,205 of unamortized discount remaining on the note.
During the year ended December 31, 2013, the holder of the convertible note has not converted any of the principal or interest into shares of common stock. As of December 31, 2013, derivative liability associated with this note was $62,284 The Company recorded a gain on the change in fair value of the derivative liability of 24,070 during the year ended December 31, 2013. The Company used the below range of inputs to the Black-Scholes pricing model for each valuation related to the derivative liability.
In the three months ended March 31, 2014, WHC Capital., LLC converted $19,734 of convertible debt into 378,766,430 shares of common stock in the Company.
Convertible Note Hanover Holdings I, LLC
On November 25, 2013, the Company issued a convertible note of $32,500 to Hanover Holdings I, LLC. Under the terms of the note, the Company is to repay any principal balance and interest, at 12% per annum at the maturity date of November 25, 2014. The Company may prepay the convertible promissory note prior to maturity at varying prepayment penalty rates specified under the agreement. The convertible promissory note
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is convertible into shares of the Companys common stock any time after the issuance of the convertible note. The conversion price is calculated by multiplying 55% (45% discount) by the lowest trading prices anytime during the ten (10) trading days prior to the conversion date. The conversion feature is considered a derivative liability as the conversion feature is variable with no floor as to the number of common shares which could be converted. Accordingly, the Company calculated the derivative liability to be $18,664 using the Black-Scholes option pricing model with the following assumptions: volatility of 311.3%, expected life of 1.0 years, risk free interest rate of 0.14% and no dividends. This derivative liability discounted the convertible note for a like amount and will be amortized over the life of the note. As of December 31, 2013, $2,709 of the discount was amortized with $15,955 remaining.
For the three months ended March 31, 2014 and for the year ended December 31, 2013, the holder of the convertible note has not converted any of the principal or interest into shares of common stock. As of December 31, 2013, derivative liability associated with this note was $14,017. The Company recorded a gain on the change in fair value of the derivative liability of $4.647 during the year ended December 31, 2013. The Company used the below range of inputs to the Black-Scholes pricing model for each valuation related to the derivative liability.
Convertible Note Anything Media
On October 15, 2013, the Company issued a convertible note of $10,000 to Anything Media Under the terms of the note, the Company is to repay any principal balance and interest, at 8% per annum at the maturity date July 15, 2014. The convertible promissory note is convertible into shares of the Companys common stock any time after the issuance of the convertible note. The conversion price is fixed at 60,000,000 shares and accordingly, is not subject to derivative accounting. On October 28, 2013, the note was converted in full.
Convertible Note LG Capital
On February 20, 2014, the Company issued a convertible note of $50,000 to LG Capital Funding, LLC. Under the terms of the note, the Company is to repay any principal balance and interest, at 8% per annum at the maturity date of February 20, 2015. The Company may prepay the convertible promissory note prior to maturity at varying prepayment penalty rates specified under the agreement. The convertible promissory note is convertible into shares of the Companys common stock any time after the issuance of the convertible note. The conversion price is calculated by multiplying 50% (50% discount) by the lowest trading prices anytime during the five (5) trading days prior to the conversion date. The conversion feature is considered a derivative liability as the
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conversion feature is variable with no floor as to the number of common shares which could be converted. Accordingly, the Company calculated a derivative liability using the Black-Scholes option pricing model with the following assumptions: volatility of 311.3%, expected life of 1.0 years, risk free interest rate of 0.14% and no dividends. As of March 31, 2014, LG Capital Funding, LLC has not converted any debt.
Convertible Note Elegant Funding, Inc.
On January 1, 2014, the Company issued a convertible note of $20,000 to Elegant Funding, Inc.. Under the terms of the note, the Company is to repay any principal balance and interest, at 8% per annum at the maturity date of September 30, 2014. The Company may prepay the convertible promissory note prior to maturity at varying prepayment penalty rates specified under the agreement. The convertible promissory note is convertible into shares of the Companys common stock any time after the issuance of the convertible note. The conversion price is calculated by multiplying 45% (55% discount) by the average closing trading prices five (5) prior to the conversion date. The conversion feature is considered a derivative liability as the conversion feature is variable with no floor as to the number of common shares which could be converted. Accordingly, the Company calculated a derivative liability using the Black-Scholes option pricing model with the following assumptions: volatility of 311.3%, expected life of 1.0 years, risk free interest rate of 0.14% and no dividends. As of March 31, 2014, Elegant Funding, Inc. has not converted any debt.
Convertible Note Fourth Street Funding, LLC
On June 6, 2013, pursuant to a debt purchase agreement, the Company issued a convertible note of $50,000 to Fourth Street Funding, LLC. Under the terms of the note, the Company was to repay any principal balance and interest, at 8% per annum at the maturity date of December 6, 2013. The Company could prepay the convertible promissory note prior to maturity at varying prepayment penalty rates specified under the agreement. The convertible promissory note was convertible into shares of the Companys common stock any time after the issuance of the convertible note. The conversion price was calculated by multiplying 50% (50% discount) by the lowest trading price in the three (3) trading days prior to the conversion date. The conversion feature was considered a derivative liability as the conversion feature was variable with no floor as to the number of common shares which could be converted. Accordingly, the Company calculated a derivative liability using the Black-Scholes option pricing model with the following assumptions: volatility of 190.7%, expected life of 1.67 years, risk free interest rate of 0.12% and no dividends. As of March 31, 2013, Fourth Street Funding, LLC converted $10,000 of principle pertaining to this note into 200,000,000 unrestricted common shares of the Company.
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Short term convertible debt at March 31, 2014 and December 31, 2013 represents the following: