• Filing Date: 2013-04-12
  • Form Type: 10-K
  • Description: Annual report
v2.4.0.6
NOTES PAYABLE
12 Months Ended
Dec. 31, 2012
NOTES PAYABLE  
NOTES PAYABLE

NOTE 8 – NOTES PAYABLE

 

Notes Payable – Related Parties

 

Funds are advanced to the Company from various related parties, including from Mr. Robert Lutz. Other shareholders fund the Company as necessary to meet working capital requirements and expenses. The following is a summary of amounts due to related parties, including accrued interest separately recorded, as of December 31, 2012:

 

Related party

Nature of relationship

Terms of the agreement

Principal

amount

Accrued

Interest

Lutz, Investments LP

Mr. Lutz is the CEO of the

Company

Convertible note payable due

March 31, 2012.  The note is

convertible at $0.19 per share.  

As of March 31, 2013 the note

has not been converted and is

past due.

$200,000

$14,115

 

 

 

 

 

Dr. Philip J. Rubinfeld

Mr. Rubinfeld is a member

of the Board of Directors

See “Third Quarter Secured

Promissory Notes” As of March

31, 2013 $100,000 of this note

remains due.

100,000

7,609

 

 

 

 

 

Araldo A. Cossutta

Mr. Cossutta is a member

of the Board of Directors

See “Third Quarter Secured

Promissory Notes” As of March

31, 2013 $75,000 of this note

remains due.

75,000

5,706

 

 

 

 

 

MAH Holding, LLC

 

MAH Holding, LLC has provided

previous lines of credit to affiliates

of WMT.

Unsecured note with interest

accrued at 10% per annum,

due on demand.

40,620

6,624

Total

 

 

$415,620

$34,054

 

 

The following is a summary of amounts due to related parties, including accrued interest separately recorded, as of December 31, 2011:

 



 

Related party

Nature of relationship

Terms of the agreement

Principal

amount

Accrued

Interest

Juventas, LLC

Juventas, LLC holds the exclusive

right to sell CellerateRX products

in North America (see Note 6

“Distribution Agreement”)

Contingently convertible promissory

note with interest accrued at 4% per

annum, due March 9, 2012.

$500,000

$2,137

 

Notes Payable

 

The following is a summary of amounts due to unrelated parties, including accrued interest separately recorded, as of December 31, 2012:

 

Note Payable

Terms of the agreement

Principal

Amount

Discount

Principal Net

of Discount

Accrued

Interest

March 4, 2011

Note Payable

$223,500 note payable; (i) interest accrues at 13% per

annum; (ii) maturity date of September 4, 2011; (iii) $

20,000 fee due at maturity date with a $1,000 per day

fee for each day the principal and interest is late.  This

note is currently the subject of litigation  (see Note 9

"Legal Proceedings”)

$223,500

-

$223,500

$29,539

 

 

 

 

 

 

Purchase Order

Financing

Agreement

$50,000 note payable; (i) interest accrues at 10% per

annum; (ii) proceeds used to purchase inventory;

(iii) lender will be reimbursed $25 per gram as the

inventory is sold.  As of March 31, 2012 the lender

is due $8,775 of sales proceeds.

43,847

-

43,847

536

 

 

 

 

 

 

Third Quarter

2012 Secured

Subordinated

Promissory

Notes

Seventeen notes (including two with related parties

mentioned above) in the original aggregate principal

amount of $1,055,000; (i) 5% interest due on maturity

date; (ii) maturity date of October 12, 2012; (iii) after

the maturity date interest shall accrue at 18% per

annum and the company shall pay to the note

holders on a pro rata basis, an amount equal to

twenty percent of the sales proceeds received

by the Company and its subsidiary, WCI, from

the sale of surgical powders, until such time as

the note amounts have been paid in full.  As of

March 31, 2013 fifteen of these notes remain

due, of which thirteen are with unrelated parties

in the aggregate principal amount of $610,000.

860,000

-

860,000

65,149

 

 

 

 

 

 

September 19,

2012 Promissory

Note

$20,000 note payable; (i) interest accrues at 10% per

annum; (ii) maturity date of December 31, 2012; (iii)

warrant to purchase 20,000 shares of common stock

at an exercise price of $0.15 per share to be issued

upon default.  As of December 31, 2012 this note was

not paid and the 20,000 warrants were issued to the

note holder.  As of March 31, 2013 the $20,000 balance

is past due.

20,000

-

20,000

570

 

 

 

 

 

 

September 28,

2012 Promissory

Note

$51,300 note payable (i) interest accrues at 10% per

annum; (ii) maturity date of December 31, 2012; (iii)

default interest rate of 15 per annum.  As of March 31,

2013 this note is past due.

51,300

-

51,300

1,357

 

 

 

 

 

 

October 1,

2012 Promissory

Note

$75,000 note payable;  (i) interest accrues at 9% per

annum; (ii) the principal is due and payable as follows:

(a) $10,000 on October 31; and (b) $15,000 each on

November 31, 2012 December 31, 2012 and January

31, 2013 and (c) $20,000 on February 28, 2013 the

maturity date; (iii) the Company will issue to Lender

five-year warrant to purchase a total of 225,000 shares

of common Stock at a price of $0.15 per share. As of

March 31, 2013, the $15,000 payment due in January

has been paid, the due date of the final $20,000 payment

has been extended, and the balance is unpaid.

35,000

-

35,000

186

 

December 7,

2012 Promissory

Note

$75,000 note payable; (i) interest accrues at 10% per

annum; (ii) the principal is due and payable as follows:

(a) $10,000 each on January 15, 2013 and February 15,

2013; and (b) $15,000 on March 15, 2013 and (c)

$20,000 each on April 15, 2013 and May 15, 2013 the

maturity date; (iii) the Company will issue to Lender

five-year warrant to purchase a total of 350,000 shares

of common Stock at a price of $0.075 per share. As of

March 31, 2013 $35,000 in principal has been paid leaving

a balance of $40,000 due.

75,000

-

75,000

521

 

 

 

 

 

 

December 11,

2012 Promissory

Note

$50,000 note payable;  (i) interest accrues at 9% per

annum; (ii) the principal is due and payable as follows:

(a) $5,000 each on February 11, 2013 and March 11,

2013; and (b) $10,000 on April 11, 2013 and May 11, 2013

and (c) $20,000 on June 11, 2013 the maturity date; (iii)

the Company will issue to Lender five-year warrant to

purchase a total of 225,00 shares of common Stock at a

price of $0.09 per share. Additionally, the Company will

issue warrants to purchase 375,000 common shares at

$0.09 exercisable only upon an event of default. As of

March 31, 2013 $10,000 in principal has been paid leaving

a balance of $40,000 due.

50,000

-

50,000

263

 

 

 

 

 

 

June 21, 2011 Note

Convertible promissory note in the principal amount of

$560,000; (i) interest accrues at 12% per annum; (ii)

maturity date of June 21, 2015; (iii) upon closing the

Company issued to the lender 100,000 shares of

Common Stock valued at $60,000 and two warrants to

purchase 250,000 shares of common stock each,

with exercise prices of $0.50 $1.00; (iv) the debt is

convertible at a 30% discount on the fair market value

of the stock.  The Company measured the fair value of

the warrants and the beneficial conversion feature of the

note and recorded a discount against the principal

of the note. (see Note 6 "Significant Transaction -

Forbearance Agreement")

200,000

-

200,000

-

 

 

 

 

 

 

March 2012

Convertible

Notes

Three convertible notes in the principal amount of

$25,000, $50,000 and $100,000 respectively; (i) issued

 between March 3 and March 22, 2012; (ii) convertible

at $0.19 per share; (iii) interest accrues at 5% per annum;

(iv)  interest accrues at 9% per annum after the due dates

between March 31 and June 30, 2012. As of the date of

this filing these notes are past due.

175,000

-

175,000

11,281

 

 

Second Quarter

2012 Convertible

Notes

Two $25,000 notes; (i) issued on April 3 and April 23,

respectively; (ii) convertible at $0.19 per share; (iii)

interest accrues at 5% per annum; (iv) interest accrues

at 9% per annum after the due dates of April 30 and

June 30, 2012, respectively. On September 20, 2012,

222,420 shares of Common Stock were issued in

conversion of the April 23 note. As of the date of

this this filing the April 3 note is past due.

25,000

-

25,000

1,628

 

 

 

 

 

 

May 30,  

2012 Convertible

Note

Note in the principal amount of up to $275,000 including

an approximate original issue discount of 10%;

(i) maturity date one year from the effective date (ii)

convertible at the lesser of $0.19 or a 30% discount

on the fair market value of the Company's common stock;

(iv) one time interest charge of 5% will be applied if the

note is not repaid within the first 90 days.

73,645

(18,005)

55,640

2,750

 

 

 

 

 

 

Total

 

$1,832,292

$(18,005)

$1,814,287

$113,781

 

 

The following is a summary of amounts due to unrelated parties, including accrued interest separately recorded, as of December 31, 2011:

 

 

Note Payable

Terms of the agreement

 

Principal

Amount

Discount

Principal Net

of Discount

Accrued

Interest

June 21, 2011

Note

Convertible promissory note in the principal

amount of $560,000; (i) interest accrues at 12%

per annum; (ii) maturity date of June 21, 2015;

(iii) upon closing the Company issued to the

lender 100,000 shares of Common Stock valued

at $60,000 and two warrants to purchase 250,000

shares of common stock each, with exercise prices

of $0.50 $1.00; (iv) the debt is convertible at a 30%

discount on the fair market value of the stock.  

The Company measured the fair value of the

warrants and the beneficial conversion feature

of the note and recorded a discount against

the principal of the note. (see Note 6 "Significant

Transaction - Forbearance Agreement")

 

$560,000

$(284,959)

$275,041

$51,367

 

 

 

 

 

 

 

July 13, August

17, & October 7

2011 Convertible

Notes

Three notes with the same terms to the same

unrelated party in the amounts of $40,000,

$50,000 and $30,000 respectively. (i) interest

accrues at 8% per annum; (ii) maturity date

nine months from the date of issuance; (iii)

convertible at a price per share equal to 50%

of the average of the three lowest closing

prices of the Company’s Common stock for

the 10 day trading period before conversion

 

120,000

(61,811)

58,189

3,894

 

 

 

 

 

 

 

Total

 

 

$680,000

$(346,770)

$333,230

$55,261

 

 

   

Debentures

 

2010 Debentures

 

On March 30, 2010, the Company entered into a Securities Purchase Agreement and, pursuant to this agreement, a total of $1,000,000 in principal amount of convertible debentures (the “Debentures”), with a maturity date of March 2013, could be sold to investors.  The Debentures could be converted into shares of the Company’s common stock at a conversion price equal to seventy percent (70%) of the lowest closing bid price per share for the twenty (20) trading days immediately preceding the date of conversion; provided that no holder could convert Debentures into, nor shall the Company issue to such holder, shares of common stock to the extent that the conversion would result in a holder and its affiliates together beneficially owning more than 4.99% of the then issued and outsta nding shares of the Company’s common stock.   This ownership restriction could be waived, however, by a holder upon sixty-one (61) days prior written notice.

 

The Debentures could be redeemed by the Company at any time or from time to time at a price equal to (x) one hundred twenty percent (120%) of the principal amount of the Debenture if the Debenture is called for redemption prior to the expiration of six months from the issuance date, or one hundred thirty one percent (131%) if called for redemption thereafter, plus (y) interest accrued through the day immediately preceding the date of redemption.

 

During 2010, the Company issued Debentures in the aggregate principal amount of $695,000.  In accordance with ASC Topic No. 470-20-25-4, a discount in the amount of $297,857 was calculated as the total value of the beneficial conversion feature, which was amortized over the term of the debt.  The unamortized discount balance at December 31, 2011 was $160,349 for a total debenture balance, net of discount, of $534,651.  In addition, debt issuance costs of $102,850 were deferred and amortized over the term of the debt.  The unamortized balance of deferred loan costs at December 31, 2011 was $54,878.  Interest expense on the debentures accrued at 6% per annum.  The Company made a cash payment on accrued debenture interest in the amount of $61,113 in the fourth quarter of 2011 leaving an accrued interest balance of $5,000 as of December 31, 2011.

 

In April of 2012, 4 million shares of common stock were issued to Commercial Holding, AG, a related party and holder of the debentures, in conversion of the $695,000 of debentures and all remaining accrued interest payable.

 

2012 Debentures

 

On March 27, 2012, the Company entered into a Securities Purchase Agreement and sold $400,000 of convertible debentures with a maturity date of March 27, 2015, to an unrelated party for $360,000.  The Debentures may be converted into Common Stock at a conversion price equal to seventy percent (70%) of the lowest closing bid price per share for the twenty (20) trading days immediately preceding the date of conversion; provided that no holder may convert Debentures into, nor shall the Company issue to such holder, shares of common stock to the extent that the conversion would result in a holder and its affiliates together beneficially owning more than 4.99% of the then issued and outstanding shares of Common Stock.   Additionally, the Securities Purchase Agreement entitled the pur chaser to 200,000 shares of Common Stock

 

In accordance with ASC Topic No. 470-20-25-4, a discount in the amount of $171,429 was calculated as the total value of the beneficial conversion feature, which  is being amortized over the term of the debt.  Additionally, a discount of $35,676 was allocated to 200,000 shares of Common Stock based on the relative fair market value of the stock and convertible debt at the time of the agreement.

 

In October of 2012, the debenture holder elected to convert $30,000 in principal into 571,428 shares of Common Stock.  In November, an additional $20,000 of principal was converted into 816,326 shares of Common Stock.  A pro rata share of the discount associated with the debentures was expensed with each issuance of Common Stock.

 

The unamortized discount balance of the debentures outstanding at December 31, 2012 is $160,774 for a total debenture balance, net of discount, of $189,256.  In addition, total debt issuance costs of $115,350 have been deferred and are being amortized over the term of the debt.  The unamortized balance of deferred loan costs at December 31, 2012 is $9,292.  Interest expense on the debentures accrues at 6% per annum.  The balance of accrued interest payable at December 31, 2012 is $18,238.