Related Party Transactions |
12 Months Ended | ||
|---|---|---|---|
Dec. 31, 2015 | |||
| Related Party Transactions [Abstract] | |||
| Related Party Transactions |
On February 26, 2015, the Company entered into and closed under a securities purchase agreement to acquire 100% of the outstanding shares of Skipjack Dive and Dancewear, Inc., in exchange for a 2% subordinate secured term note in the aggregate principal amount of $100,000 owed to the individual who was the Company’s chief executive officer at that time. The note has a maturity date of December 31, 2015, and is convertible at the rate of $0.10 per share into 1,000,000 shares of common stock of the Company. As of December 31, 2015, the Company had principal outstanding in the note of $100,000. On March 3, 2015, the Company entered into and closed under a securities purchase agreement to acquire 100% of the outstanding shares of Punkz Gear, Inc., in exchange for a 2% subordinate secured term note in the aggregate principal amount of $200,000 owed to the individual who was the Company’s chief executive officer at that time. The note has a maturity date of December 31, 2015, and is convertible at the rate of $0.10 per share into 2,000,000 shares of common stock of the Company. As of December 31, 2015, the Company had principal outstanding in the note of $200,000.
Minority Interest Fund (II), LLC (“MIF”) is party to certain convertible debentures issued by GreenShift (see Note 9, Debt Obligations, above). The managing member of MIF is a relative of GreenShift’s chairman. On December 31, 2015, MIF and Acutus Capital LLC (“AC”) assigned their respective beneficial ownership interests in the Series D Shares to EXO Opportunity Fund LLC (“EXO”) (see Note 5, Shareholders’ Equity, above). EXO, in turn, assigned the corresponding beneficial interests to Bitzio in exchange for 200,000 shares of Bitzio Series E Preferred Stock. On the same date, FLUX Carbon Corporation (“FCC”), an entity owned by Kevin Kreisler, GreenShift’s chairman, transferred its ownership interest in Viridis Capital LLC (“Viridis”) to Bitzio. As a result of the foregoing transactions, on December 31, 2015, Bitzio was the beneficial owner of 862,500 Series D Shares, as well as AC’s 2011 contractual right to receive an additional 124,875 Series D Shares, all of which was exchanged for 700,000 shares of GreenShift’s Series G Preferred Stock. GreenShift filed a Certificate of Elimination for its Series D Preferred Stock after completing that transfer. On December 31, 2015, Bitzio entered into a $2.9 million loan transaction with TCA Global Credit Master Fund, LP (“TCA”), pursuant to which Bitzio drew $2.5 million for use in its acquisition of 100,000 shares of GreenShift’s Series G Preferred Stock (see Note 5, Shareholders’ Equity, above). FCC, GreenShift, and each of its subsidiaries, as well as each of the other subsidiaries of Bitzio, executed a Guaranty Agreement in favor of TCA on December 31, 2015, pursuant to which GreenShift and its subsidiaries guaranteed payment of all amounts due to TCA under the Credit Agreement (see Note 11, Guaranty Agreement, above). As a result of all of the foregoing transactions, as of December 31, 2015, FCC was the beneficial owner of 80% of Bitzio’s equity, and Bitzio was the beneficial owner of 80% of GreenShift’s equity. Bitzio develops and commercializes clean technologies that facilitate the more efficient use of natural resources, and is focused on doing so primarily in three sectors: agriculture, energy and lifestyle. Kevin Kreisler, GreenShift’s chairman and chief executive officer, was appointed to the posts of chairman and chief executive officer upon completion of the foregoing transactions.
During the year ended December 31, 2015, GreenShift issued a $400,000 convertible debt to Cantrell Winsness Technologies, LLC (“CWT” and the “CWT Debenture”) in exchange for all amounts accrued under the TAA and CWT’s interest in the Series F Preferred Stock. CWT shall have the right, but not the obligation, to convert any portion of the convertible debenture into GreenShift’s common stock at $0.001 per share. The CWT Debenture matures December 31, 2018. CWT delivered a release in favor of GreenShift in respect of any and all amounts that may have been due under GreenShift’s Amended and Restated Technology Acquisition Agreement with CWT. The balance of the CWT Debenture was $400,000 at December 31, 2015.
During the year ended December 31, 2015, and further to GreenShift’s stated diversification plans, GreenShift invested in the development of technologies and businesses that are strategically-relevant to GreenShift’s existing operations. GreenShift’s wholly-owned subsidiary, GS CleanTech Corporation, is the owner of 100% of the issued and outstanding membership units of Genarex LLC (“GX”), an entity that in turn holds 36.75% of the issued and outstanding membership units of Genarex FD LLC (“LLC”). LLC was formed in 2015 for the purpose of continuing the development and commercialization of an intellectual property portfolio involving production of carbon-neutral alternatives for fossil fuel derived products (“Bioproducts Portfolio”), which had previously been developed by GX in concert with various third parties. Under the associated agreements, an unaffiliated member of LLC has agreed to provide LLC up to $3 million to fund the continuing development of the Bioproducts Portfolio. As of December 31, 2015, GreenShift extended and had about $72,000 in receivables due from GFD, which amount has since been paid.
During 2015, GreenShift loaned about $30,000 to Plaid Canary Corporation (“PCC”), for use in the development of agricultural technology; about $90,000 to FLUX Carbon Mitigation Fund LLC (“FCMF”), for use in the development of energy technology and businesses; and about $92,000 to Bitzio, Inc. (“Bitzio”), for use in the development of lifestyle technology and businesses. GreenShift additionally incurred about $684,000 in research and development costs involving its efforts with PCC and agricultural technology. FLUX Carbon Corporation (“FCC”) is the beneficial owner of an 80% equity interest in Bitzio, and of the majority of the stock of the companies which own PCC and FCMF. FCC is owned by Kevin Kreisler, our chairman and chief executive officer.
At December 31, 2014, $10,665 was due and payable to our then current Chief Financial Officer as a result of a short-term demand loan he made to the Company. As well, a total of $123,000 was due to our former Chief Executive Officer related to earned fees during his tenure. During 2013, the Company borrowed $150,000 from related party through a convertible promissory note bearing interest at 10% with a maturity date of January 1, 2014. The note contains a conversion feature wherein the note may be converted to shares of the Company’s common stock at the lower of $0.05 per common share of December 31, 2014, the Company had principal outstanding in the note of $150,000, and accrued interest of $15,001. |