5. Convertible Promissory Note	3 Months Ended
Mar. 31, 2014
Debt Disclosure [Abstract]
CONVERTIBLE PROMISSORY NOTE	On August 9, 2012 the Company signed a Convertible Promissory Note for $110,000, with an interest rate of 8% and a maturity date of August 9, 2013. The issuer of this Convertible Promissory Note has the option to convert all or portion of the amount due under the promissory note into shares of the common stock of the Company, contingent upon the occurrence of an “Event of Default” (as defined in the promissory note). The conversion price per share is $0.10, unless the Company has, between the issuance date of this promissory note and its maturity date, sold shares of its capital stock in any financing in which the Company received gross proceeds in excess of $1,000,000 at a price per share other than $0.10. This promissory note was included in the consolidation and extension of the Company’s promissory notes dated November 4, 2013, as further described below. On November 20, 2012, the Company signed a Convertible Promissory Note for $25,000, with an interest rate of 8% and a maturity date of May 20, 2013. The maturity date has been extended to November 20, 2013. The issuer of this Convertible Promissory Note has the option to convert all or portion of the amount due under the promissory note into shares of the common stock of the Company, contingent upon the occurrence of an “Event of Default” (as defined in the promissory note). The conversion price per share is $0.10, unless the Company has, between the issuance date of this promissory note and its maturity date, sold shares of its capital stock in any financing in which the Company received gross proceeds in excess of $225,000 at a price per share other than $0.10. This promissory note was included in the consolidation and extension of the Company’s promissory notes dated November 4, 2013, as further described below. On December 13, 2012, the Company signed a Convertible Promissory Note for $10,000, with an interest rate of 8% and a maturity date of June 13, 2013. The maturity date has been extended to December 12, 2013. The issuer of this Convertible Promissory Note has the option to convert all or portion of the amount due under the promissory note into shares of the common stock of the Company, contingent upon the occurrence of an “Event of Default” (as defined in the promissory note). The conversion price per share is $0.10, unless the Company has, between the issuance date of this promissory note and its maturity date, sold shares of its capital stock in any financing in which the Company received gross proceeds in excess of $90,000 at a price per share other than $0.10. This promissory note was included in the consolidation and extension of the Company’s promissory notes dated November 4, 2013, as further described below. On January 7, 2013, the Company signed a Convertible Promissory Note for $13,500, with an interest rate of 8% and a maturity date of October 3, 2013. The issuer of this Convertible Promissory Note has the option to convert all or portion of the amount due under the promissory note into shares of the common stock of the Company, contingent upon the occurrence of an “Event of Default” (as defined in the promissory note). The conversion price per share is $0.10, unless the Company has, between the issuance date of this promissory note and its maturity date, sold shares of its capital stock in any financing in which the Company received gross proceeds in excess of $121,500 at a price per share other than $0.10. This promissory note was included in the consolidation and extension of the Company’s promissory notes dated November 4, 2013, as further described below. On March 18, 2013, the Company signed a Convertible Promissory Note for $25,000, with an interest rate of 8% and a maturity date of September 18, 2013. The issuer of this Convertible Promissory Note has the option to convert all or portion of the amount due under the promissory note into shares of the common stock of the Company, contingent upon the occurrence of an “Event of Default” (as defined in the promissory note). The conversion price per share is $0.10, unless the Company has, between the issuance date of this promissory note and its maturity date, sold shares of its capital stock in any financing in which the Company received gross proceeds in excess of $225,000 at a price per share other than $0.10. This promissory note was included in the consolidation and extension of the Company’s promissory notes dated November 4, 2013, as further described below. On April 3, 2013, the Company signed a Convertible Promissory Note for $13,500, with an interest rate of 8% and a maturity date of October 2, 2013. The issuer of this Convertible Promissory Note has the option to convert all or portion of the amount due under the promissory note into shares of the common stock of the Company, contingent upon the occurrence of an “Event of Default” (as defined in the promissory note). The conversion price per share is $0.10, unless the Company has, between the issuance date of this promissory note and its maturity date, sold shares of its capital stock in any financing in which the Company received gross proceeds in excess of $121,500 at a price per share other than $0.10. This promissory note was included in the consolidation and extension of the Company’s promissory notes dated November 4, 2013, as further described below. On April 25, 2013, the Company signed a Convertible Promissory Note for $25,000, with an interest rate of 8% and a maturity date of October 25, 2013. The issuer of this Convertible Promissory Note has the option to convert all or portion of the amount due under the promissory note into shares of the common stock of the Company, contingent upon the occurrence of an “Event of Default” (as defined in the promissory note). The conversion price per share is $0.10, unless the Company has, between the issuance date of this promissory note and its maturity date, sold shares of its capital stock in any financing in which the Company received gross proceeds in excess of $225,000 at a price per share other than $0.10. This promissory note was included in the consolidation and extension of the Company’s promissory notes dated November 4, 2013, as further described below. On May 24, 2013, the Company signed a Convertible Promissory Note for $30,000, with an interest rate of 8% and a maturity date of November 24, 2013. The issuer of this Convertible Promissory Note has the option to convert all or portion of the amount due under the promissory note into shares of the common stock of the Company, contingent upon the occurrence of an “Event of Default” (as defined in the promissory note). The conversion price per share is $0.10, unless the Company has, between the issuance date of this promissory note and its maturity date, sold shares of its capital stock in any financing in which the Company received gross proceeds in excess of $270,000 at a price per share other than $0.10. This promissory note was included in the consolidation and extension of the Company’s promissory notes dated November 4, 2013, as further described below. On August 8, 2013, the Company signed a Convertible Promissory Note for $13,996.50, with an interest rate of 8% and a maturity date of February 14, 2014. The issuer of this Convertible Promissory Note has the option to convert all or portion of the amount due under the promissory note into shares of the common stock of the Company, contingent upon the occurrence of an “Event of Default” (as defined in the promissory note). The conversion price per share is $0.10, unless the Company has, between the issuance date of this promissory note and its maturity date, sold shares of its capital stock in any financing in which the Company received gross proceeds in excess of $125,964 at a price per share other than $0.10. This promissory note was included in the consolidation and extension of the Company’s promissory notes dated November 4, 2013, as further described below. On October 23, 2013, the Company signed a Convertible Promissory Note for $10,000, with an interest rate of 8% and a maturity date of October 23, 2014. The issuer of this Convertible Promissory Note has the option to convert all or portion of the amount due under the promissory note into shares of the common stock of the Company, contingent upon the occurrence of an “Event of Default” (as defined in the promissory note). The conversion price per share is $0.10, unless the Company has, between the issuance date of this promissory note and its maturity date, sold shares of its capital stock in any financing in which the Company received gross proceeds in excess of $90,000 at a price per share other than $0.10. On November 4, 2013, the Company signed a consolidation and extension of all the Company’s existing promissory notes and accrued interest as of October 31, 2013. The new total amount of the combined Promissory Note is $285,240.26 ($265,996.50 principal and $19,243.76 accrued interest) with an interest rate of 8% and a maturity date of February 9, 2014. The conversion price per share is $0.10, unless the Company has, between the issuance date of the combined promissory note and its maturity date, sold shares of its capital stock in any financing in which the Company received gross proceeds in excess of $1,000,000 at a price per share other than $0.10. In the event the Company does not pay the outstanding balance by February 9, 2014, the interest rate of the combined promissory note will increase to 12% per annum. On February 28, 2014, the Company signed a Convertible Promissory Note for $22,026, with an interest rate of 8% and a maturity date of August 28, 2014. The issuer of this Convertible Promissory Note has the option to convert all or portion of the amount due under the promissory note into shares of the common stock of the Company, contingent upon the occurrence of an “Event of Default” (as defined in the promissory note). The conversion price per share is $0.10, unless the Company has, between the issuance date of this promissory note and its maturity date, sold shares of its capital stock in any financing in which the Company received gross proceeds in excess of $198,234 at a price per share other than $0.10. On March 11, 2014, the Company signed a consolidated and extension of the Company’s existing promissory notes. The new total amount of the combined Promissory Note is $307,266.26 (promissory note in the principal amount of $285,240.26 dated November 4, 2013 and promissory note in the principal amount of $22,026 dated February 28, 2014) with an interest rate of 8% and maturity date of August 28, 2014. The conversion price per share is $0.10, unless the Company has, between the issuance date of the combined promissory note and its maturity date, sold shares of its capital stock in any financing in which the Company received gross proceeds in excess of $1,000,000 at a price per share other than $0.10. In the event the Company does not pay the outstanding balance by August 28, 2014, the interest rate of the Promissory Note will increase to 12% per annum. The conversion of the promissory notes is contingent upon an “Event Default” and the promissory notes are not currently convertible as none of the promissory notes are currently in default. If the promissory notes do become convertible, the non-cash expense to the Company is dependent on the trading value of the Company’s stock on the day of conversion and the $0.10 conversion price. The estimated non-cash expense if the promissory note had be converted as of March 31, 2014 would have been $1,782,144.

5. Convertible Promissory Note

3 Months Ended

Mar. 31, 2014

On August 9, 2012 the Company signed a Convertible Promissory Note for $110,000, with an interest rate of 8% and a maturity date of August 9, 2013. The issuer of this Convertible Promissory Note has the option to convert all or portion of the amount due under the promissory note into shares of the common stock of the Company, contingent upon the occurrence of an “Event of Default” (as defined in the promissory note). The conversion price per share is $0.10, unless the Company has, between the issuance date of this promissory note and its maturity date, sold shares of its capital stock in any financing in which the Company received gross proceeds in excess of $1,000,000 at a price per share other than $0.10. This promissory note was included in the consolidation and extension of the Company’s promissory notes dated November 4, 2013, as further described below.

On November 20, 2012, the Company signed a Convertible Promissory Note for $25,000, with an interest rate of 8% and a maturity date of May 20, 2013. The maturity date has been extended to November 20, 2013. The issuer of this Convertible Promissory Note has the option to convert all or portion of the amount due under the promissory note into shares of the common stock of the Company, contingent upon the occurrence of an “Event of Default” (as defined in the promissory note). The conversion price per share is $0.10, unless the Company has, between the issuance date of this promissory note and its maturity date, sold shares of its capital stock in any financing in which the Company received gross proceeds in excess of $225,000 at a price per share other than $0.10. This promissory note was included in the consolidation and extension of the Company’s promissory notes dated November 4, 2013, as further described below.

On December 13, 2012, the Company signed a Convertible Promissory Note for $10,000, with an interest rate of 8% and a maturity date of June 13, 2013. The maturity date has been extended to December 12, 2013. The issuer of this Convertible Promissory Note has the option to convert all or portion of the amount due under the promissory note into shares of the common stock of the Company, contingent upon the occurrence of an “Event of Default” (as defined in the promissory note). The conversion price per share is $0.10, unless the Company has, between the issuance date of this promissory note and its maturity date, sold shares of its capital stock in any financing in which the Company received gross proceeds in excess of $90,000 at a price per share other than $0.10. This promissory note was included in the consolidation and extension of the Company’s promissory notes dated November 4, 2013, as further described below.

On January 7, 2013, the Company signed a Convertible Promissory Note for $13,500, with an interest rate of 8% and a maturity date of October 3, 2013. The issuer of this Convertible Promissory Note has the option to convert all or portion of the amount due under the promissory note into shares of the common stock of the Company, contingent upon the occurrence of an “Event of Default” (as defined in the promissory note). The conversion price per share is $0.10, unless the Company has, between the issuance date of this promissory note and its maturity date, sold shares of its capital stock in any financing in which the Company received gross proceeds in excess of $121,500 at a price per share other than $0.10. This promissory note was included in the consolidation and extension of the Company’s promissory notes dated November 4, 2013, as further described below.

On March 18, 2013, the Company signed a Convertible Promissory Note for $25,000, with an interest rate of 8% and a maturity date of September 18, 2013. The issuer of this Convertible Promissory Note has the option to convert all or portion of the amount due under the promissory note into shares of the common stock of the Company, contingent upon the occurrence of an “Event of Default” (as defined in the promissory note). The conversion price per share is $0.10, unless the Company has, between the issuance date of this promissory note and its maturity date, sold shares of its capital stock in any financing in which the Company received gross proceeds in excess of $225,000 at a price per share other than $0.10. This promissory note was included in the consolidation and extension of the Company’s promissory notes dated November 4, 2013, as further described below.

On April 3, 2013, the Company signed a Convertible Promissory Note for $13,500, with an interest rate of 8% and a maturity date of October 2, 2013. The issuer of this Convertible Promissory Note has the option to convert all or portion of the amount due under the promissory note into shares of the common stock of the Company, contingent upon the occurrence of an “Event of Default” (as defined in the promissory note). The conversion price per share is $0.10, unless the Company has, between the issuance date of this promissory note and its maturity date, sold shares of its capital stock in any financing in which the Company received gross proceeds in excess of $121,500 at a price per share other than $0.10. This promissory note was included in the consolidation and extension of the Company’s promissory notes dated November 4, 2013, as further described below.

On April 25, 2013, the Company signed a Convertible Promissory Note for $25,000, with an interest rate of 8% and a maturity date of October 25, 2013. The issuer of this Convertible Promissory Note has the option to convert all or portion of the amount due under the promissory note into shares of the common stock of the Company, contingent upon the occurrence of an “Event of Default” (as defined in the promissory note). The conversion price per share is $0.10, unless the Company has, between the issuance date of this promissory note and its maturity date, sold shares of its capital stock in any financing in which the Company received gross proceeds in excess of $225,000 at a price per share other than $0.10. This promissory note was included in the consolidation and extension of the Company’s promissory notes dated November 4, 2013, as further described below.

On May 24, 2013, the Company signed a Convertible Promissory Note for $30,000, with an interest rate of 8% and a maturity date of November 24, 2013. The issuer of this Convertible Promissory Note has the option to convert all or portion of the amount due under the promissory note into shares of the common stock of the Company, contingent upon the occurrence of an “Event of Default” (as defined in the promissory note). The conversion price per share is $0.10, unless the Company has, between the issuance date of this promissory note and its maturity date, sold shares of its capital stock in any financing in which the Company received gross proceeds in excess of $270,000 at a price per share other than $0.10. This promissory note was included in the consolidation and extension of the Company’s promissory notes dated November 4, 2013, as further described below.

On August 8, 2013, the Company signed a Convertible Promissory Note for $13,996.50, with an interest rate of 8% and a maturity date of February 14, 2014. The issuer of this Convertible Promissory Note has the option to convert all or portion of the amount due under the promissory note into shares of the common stock of the Company, contingent upon the occurrence of an “Event of Default” (as defined in the promissory note). The conversion price per share is $0.10, unless the Company has, between the issuance date of this promissory note and its maturity date, sold shares of its capital stock in any financing in which the Company received gross proceeds in excess of $125,964 at a price per share other than $0.10. This promissory note was included in the consolidation and extension of the Company’s promissory notes dated November 4, 2013, as further described below.

On October 23, 2013, the Company signed a Convertible Promissory Note for $10,000, with an interest rate of 8% and a maturity date of October 23, 2014. The issuer of this Convertible Promissory Note has the option to convert all or portion of the amount due under the promissory note into shares of the common stock of the Company, contingent upon the occurrence of an “Event of Default” (as defined in the promissory note). The conversion price per share is $0.10, unless the Company has, between the issuance date of this promissory note and its maturity date, sold shares of its capital stock in any financing in which the Company received gross proceeds in excess of $90,000 at a price per share other than $0.10.

On November 4, 2013, the Company signed a consolidation and extension of all the Company’s existing promissory notes and accrued interest as of October 31, 2013. The new total amount of the combined Promissory Note is $285,240.26 ($265,996.50 principal and $19,243.76 accrued interest) with an interest rate of 8% and a maturity date of February 9, 2014. The conversion price per share is $0.10, unless the Company has, between the issuance date of the combined promissory note and its maturity date, sold shares of its capital stock in any financing in which the Company received gross proceeds in excess of $1,000,000 at a price per share other than $0.10. In the event the Company does not pay the outstanding balance by February 9, 2014, the interest rate of the combined promissory note will increase to 12% per annum.

On February 28, 2014, the Company signed a Convertible Promissory Note for $22,026, with an interest rate of 8% and a maturity date of August 28, 2014. The issuer of this Convertible Promissory Note has the option to convert all or portion of the amount due under the promissory note into shares of the common stock of the Company, contingent upon the occurrence of an “Event of Default” (as defined in the promissory note). The conversion price per share is $0.10, unless the Company has, between the issuance date of this promissory note and its maturity date, sold shares of its capital stock in any financing in which the Company received gross proceeds in excess of $198,234 at a price per share other than $0.10.

On March 11, 2014, the Company signed a consolidated and extension of the Company’s existing promissory notes. The new total amount of the combined Promissory Note is $307,266.26 (promissory note in the principal amount of $285,240.26 dated November 4, 2013 and promissory note in the principal amount of $22,026 dated February 28, 2014) with an interest rate of 8% and maturity date of August 28, 2014. The conversion price per share is $0.10, unless the Company has, between the issuance date of the combined promissory note and its maturity date, sold shares of its capital stock in any financing in which the Company received gross proceeds in excess of $1,000,000 at a price per share other than $0.10. In the event the Company does not pay the outstanding balance by August 28, 2014, the interest rate of the Promissory Note will increase to 12% per annum.

The conversion of the promissory notes is contingent upon an “Event Default” and the promissory notes are not currently convertible as none of the promissory notes are currently in default. If the promissory notes do become convertible, the non-cash expense to the Company is dependent on the trading value of the Company’s stock on the day of conversion and the $0.10 conversion price. The estimated non-cash expense if the promissory note had be converted as of March 31, 2014 would have been $1,782,144.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References+ Details