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PROMISSORY NOTES
9 Months Ended
Sep. 30, 2011
Promissory Notes 
PROMISSORY NOTES
NOTE E – PROMISSORY NOTES

Secured Promissory Note to Seatac

As previously reported, the Company acquired 100% of the issued and outstanding shares of Spectrum on June 11, 2010 in exchange for the issuance of an aggregate of 500,000 shares of the Company’s Common Stock and Spectrum became a wholly owned subsidiary of the Company. From the closing date of the Spectrum transaction through November 2010, Seatac had advanced approximately $487,532 to the Company specifically to address payables (the "Advances"). In order for Seatac to secure a first position for repayment of the Advances, the Company issued the Spectrum Note. The Spectrum Note, together with accrued interest at the annual rate of four percent (4%), was due in one lump sum payment on demand (the "Maturity Date").  As security for the Company’s obligations under the Spectrum Note, the Company pledged all of the capital stock of Spectrum pursuant to the terms of a Stock Pledge and Escrow Agreement dated December 16, 2010. Repayment of the Spectrum Note was guaranteed by Spectrum and secured by a blanket lien encumbering the assets of Spectrum.  On December 31, 2010, the Company amended the Spectrum Note to increase the principal amount to $543,531 to include additional advances made by Seatac from September through November 2010 in the aggregate of $56,000, which amount was inadvertently not included in the initial principal amount disclosed. The foregoing description of the Spectrum Note, the Stock Pledge and Escrow Agreement, and related agreements is qualified, in entirety, by reference to each agreement, copies of which are attached as exhibits to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "Commission") on December 22, 2010, which filing and exhibits are incorporated herein by reference.  In February 2011, Seatac notified the Company that it intended to make demand for payment under the Spectrum Note; however, the Company was unable to pay the balance. On February 15, 2011, the Spectrum Note was satisfied pursuant to the terms more fully described in NOTE G – DISCONTINUED OPERATIONS.

Convertible Promissory Notes

During 2009, a non-affiliate business consultant ("Consultant") provided consulting services to the Company in the amount of $210,000 (the "Debt").  The Company issued the Consultant a demand promissory note for $210,000 dated November 9, 2010 (the "November 2010 Note") which was subsequently assigned to unaffiliated entities ("Noteholders").  On April 18, 2011, the Company and the Noteholders agreed that in exchange for the forbearance of the Noteholders not to make demand for repayment of the November 2010 Note for a minimum of sixty (60) days, the Company would (i) cancel the November 2010 Note and (ii) issue two convertible promissory notes to the Noteholders in the principal amount of $105,000 each bearing interest at the rate of six percent (6%) per annum (the "Convertible Notes").  At September 30, 2011, the Company recorded accrued interest in the amount of $5,696. The Convertible Notes were  due on demand any time after sixty (60) days from the date of issuance (the "Maturity Date"). At the option of the Noteholders, the Convertible Notes could be converted into shares of the Company's Common Stock at any time after the Maturity Date at a fixed conversion price of $0.0105 per share. The Convertible Notes also contained anti-dilution provisions.  The Convertible Notes remained unpaid at September 30, 2011.  As more fully described in NOTE H – SUBSEQUENT EVENTS, on October 18, 2011, the Company and the Noteholders entered into Debt Conversion Agreements and converted the principal of the Convertible Notes into shares of the Company's Common Stock and accrued interest of approximately $6,300 was forgiven and will be reported as other income in the fourth quarter of 2011.
 
Demand Promissory Note

On March 1, 2011, the Company entered into a Demand Promissory Note (the "March 2011 Note") with the Company’s majority shareholder at the time wherein the Company could periodically borrow funds to satisfy its operational requirements.  Interest accrued at 20% per annum. At September 30, 2011, the outstanding amount under the March 2011 Note totaled $155,000, plus accrued interest totaling $9,809.  On October 3, 2011, an additional $5,000 was advanced. As more fully described in NOTE H – SUBSEQUENT EVENTS, on October 4, 2011, the March 2011 Note plus accrued interest to date  was forgiven. The forgiveness of this related party debt will be included as additional paid in capital in October 2011 in accordance with ASC 470-50, Debt Modifications and Extinquishments.