v3.10.0.1
Notes Payable and Notes Payable - Related Parties
 9 Months Ended
Sep. 30, 2018
Debt Disclosure [Abstract]  
NOTES PAYABLE AND NOTES PAYABLE - RELATED PARTIES

NOTE 7 – NOTES PAYABLE AND NOTES PAYABLE - RELATED PARTIES

 

At September 30, 2018 and December 31, 2017, notes payable consisted of the following:

 

   September 30, 2018  December 31, 2017
Notes payable  $328,783   $328,783 
Notes payable, convertible   25,000    25,000 
Notes payable, related parties   47,000    27,000 
Notes payable, related parties, convertible   2,266,925    2,059,425 
     Total  $2,667,708   $2,440,208 

 

NOTES PAYABLE

 

Notes payable consisted of the following:

 

      September 30, 2018  December 31, 2017
Note payable to a former shareholder, past due as of January 2012, together with accrued interest at 5% APR and interest on overdue principal accruing at 10% APR.   (a)   $28,783   $28,783 
Note payable to a shareholder, past due as of August 1, 2015, together with accrued interest at 10% APR.   (b)    300,000    300,000 
     Total       $328,783   $328,783 

 

As of September 30, 2018, the Company was out of compliance with the contractual payment terms with an unsecured term note payable (a) to a former shareholder, and a separate unsecured term note payable (b) to a current shareholder.

 

NOTES PAYABLE, CONVERTIBLE

 

Notes payable, convertible consisted of the following:

 

      September 30, 2018  December 31, 2017
Note payable to an investor due as of January 20, 2018, together with accrued interest at 10% APR, and convertible at $0.01 per share of common stock.   (a)   $25,000   $25,000 
     Total       $25,000   $25,000 

 

NOTES PAYABLE, RELATED PARTIES

 

Notes payable, related parties consisted of the following:

 

      September 30, 2018  December 31, 2017
Note payable to the Company’s general counsel (also a shareholder), due November 10, 2017.   (a)   $7,000   $7,000 
Note payable to an independent contractor (also a shareholder), which note payable was due December 3, 2017.   (b)    10,000    10,000 
Note payable to an independent contractor (also a shareholder), which note payable was due December 20, 2017.   (c)    10,000    10,000 
Note payable to an independent contractor (also a shareholder), which note payable was due March 16, 2018.   (d)    10,000    —   
Note payable to an independent contractor (also a shareholder), which note payable was due June 22, 2018.   (e)    10,000    —   
     Total       $47,000   $27,000 

 

At September 30, 2018, the Company was out of compliance with the contractual payment terms with the unsecured term note payable (a) to the Company’s general counsel, also a shareholder, and on the unsecured term note payables (b), (c), (d) and (e) to an independent contractor, also a shareholder.

 

NOTES PAYABLE, RELATED PARTIES, CONVERTIBLE

 

Notes payable, related parties, convertible consisted of the following:

 

      September 30, 2018  December 31, 2017
Note payable to a company controlled by an outside director (also a shareholder), due on demand together with accrued interest at 4.5% APR, and convertible at $0.01 per share of common stock.   (a)   $60,000   $60,000 
Note payable to the Company’s general counsel (also a shareholder), due on demand together with accrued interest at 4.5% APR, and convertible at $0.01 per share of common stock.   (b)    150,000    150,000 
Note payable to an outside director (also a shareholder), due on demand together with accrued interest at 4.5% APR, and convertible at $0.01 per share of common stock.   (c)    30,000    30,000 
Note payable to the Company’s general counsel (also a shareholder), due on demand together with accrued interest at 4.5% APR, and convertible at $0.007 per share of common stock.   (d)    120,000    120,000 
Note payable to the Company’s general counsel (also a shareholder), due on demand together with accrued interest at 12% APR, and convertible at $0.008 per share of common stock.   (e)    10,000    10,000 
Note payable to a related party investor (by virtue of shareholding percentage, both actual and on an as-converted basis), due November 13, 2018 together with accrued interest at 10% APR, and convertible at $0.01 per share of common stock.   (f)    100,000    100,000 
Note payable to a related party investor (by virtue of shareholding percentage, both actual and on an as-converted basis), due March 4, 2017 together with accrued interest at 10% APR, and convertible at $0.01 per share of common stock.   (g)    50,000    50,000 
Note payable to a related party investor (by virtue of shareholding percentage, both actual and on an as-converted basis), due March 18, 2019 together with accrued interest at 10% APR, and convertible at $0.01 per share of common stock.   (h)    100,000    100,000 
Note payable to a related party investor (by virtue of shareholding percentage, both actual and on an as-converted basis), due May 12, 2019 together with accrued interest at 10% APR, and convertible at $0.01 per share of common stock.   (i)    50,000    50,000 
Note payable to a related party investor (by virtue of shareholding percentage, both actual and on an as-converted basis), due June 7, 2019 together with accrued interest at 10% APR, and convertible at $0.01 per share of common stock.   (j)    200,000    200,000 
Note payable to a related party investor (by virtue of shareholding percentage, both actual and on an as-converted basis), due July 28, 2019 together with accrued interest at 10% APR, and convertible at $0.01 per share of common stock.   (k)    300,000    300,000 
Note payable to an outside director (also a shareholder), due on demand together with accrued interest at 4.5% APR, and convertible at $0.007 per share of common stock.   (l)    55,500    55,500 
Note payable to an outside director (also a shareholder), due on demand together with accrued interest at 4.5% APR, and convertible at $0.007 per share of common stock.   (m)    20,500    20,500 
Note payable to the Company’s president and chief executive officer (also a shareholder), due on demand together with accrued interest at 4.5% APR, and convertible at $0.007 per share of common stock.   (n)    349,329    349,329 
Note payable to the Company’s controller who is also a shareholder, which note is due on demand together with interest at 4.5% APR, and convertible at $0.007 per share of common stock.   (o)    134,604    134,604 
Note payable to the Company’s vice president of research and development (also a shareholder), due on demand together with accrued interest at 4.5% APR, and convertible at $0.007 per share of common stock.   (p)    49,000    49,000 
Note payable to an independent contractor (also a shareholder), which note payable is due on demand together with interest at 4.5% APR, and convertible at $0.007 per share of common stock.   (q)    25,700    25,700 
Note payable in the name of a son of an outside director (also a shareholder), due on demand together with accrued interest at 4.5% APR, and convertible at $0.005 per share of common stock.   (r)    20,000    20,000 
Note payable to an outside director (also a shareholder), due on demand together with accrued interest at 4.5% APR, and convertible at $0.015 per share of common stock.   (s)    28,500    28,500 
Note payable to an outside director (also a shareholder), due on demand together with accrued interest at 4.5% APR, and convertible at $0.015 per share of common stock.   (t)    9,500    9,500 
Note payable to the Company’s president and chief executive officer (also a shareholder), due on demand together with accrued interest at 4.5% APR, and convertible at $0.015 per share of common stock.   (u)    87,532    87,532 
Note payable to the Company’s controller who is also a shareholder, which note is due on demand together with interest at 4.5% APR, and convertible at $0.015 per share of common stock.   (v)    28,010    28,010 
Note payable to an independent contractor (also a shareholder), which note is due on demand together with interest at 4.5% APR, and convertible at $0.01 per share of common stock.   (w)    81,250    81,250 
Note payable to an investor (also a shareholder), which note is due on demand together with interest at 10% APR, and convertible at $0.01 per share of common stock.   (x)    20,000    —   
Note payable to a related party investor (by virtue of shareholding percentage, both actual and on an as-converted basis), due June 15, 2018 together with accrued interest at 10% APR, and convertible at $0.01 per share of common stock.   (y)    50,000    —   
Note payable to an independent contractor (also a shareholder), which note is due on demand together with interest at 4.5% APR, and convertible at $0.01 per share of common stock.   (z)    137,500    —   
     Total       $2,266,925   $2,059,425 

 

Notes (a), (c), (l) (r) and (s) reflect amounts due to a single outside director of the Company, who also is a shareholder, based on such director having (i) made certain vendor obligation payments directly on behalf of and for the benefit of the Company, (ii) having advanced certain funds to the Company at various dates for general working capital purposes, and (iii) having accrued director’s fees earned through June 30, 2017. In addition, the Company has recorded accounts payable, related parties, in the amount of $18,426 to the holder of notes (a), (c), (l) (r) and (s).

 

Notes (b) and (d) reflect payment obligations owed to the Company’s general counsel for legal services incurred by the Company for the years ended December 31, 2015 and 2014.

 

Note (e) reflects a convertible debt investment made by the Company’s general counsel to the Company.

 

Notes (f), (g), (h), (i), (j), (k) and (y) reflect amounts due to a certain related party investor and significant shareholder for convertible debt investments made from time to time as indicated.

 

Notes (m) and (t) reflect amounts due to an outside director, who is also a shareholder, for accrued director’s fees earned through June 30, 2017.

 

Notes (n) and (u) reflect amounts due to the Company’s president and chief executive officer, who is also a shareholder, for previously accrued base salary.

 

Note (o) and (v) reflect amounts due to the Company’s controller, who is also a shareholder, for previously accrued base salary.

 

Note (p) reflects amounts due to the Company’s former vice president of research and development, who is also a shareholder, for previously accrued wages.

 

Note (q) reflects amounts due to an independent contractor who was President of one of EcoSmart’s divisions prior to the merger with EcoSmart and a current shareholder of the Company, for past earnings. See Note 11.

 

Notes (w) and (z) reflect amounts due to an independent contractor, who is a shareholder, for previously accrued business development services.

 

Note (x) reflects amounts due to an investor, who is a shareholder.

 

For the nine months ended September 30, 2018, the Company received proceeds from the issuance of notes payable to related parties in the amount of $20,000 and convertible notes payable to related parties in the amount of $70,000 (total $90,000). For the nine months ended September 30, 2018, the Company recognized a debt discount of $25,000 associated with one note payable as it carried a beneficial conversion feature. This debt discount has been fully amortized to interest expense for the nine months ended September 30, 2018. For the year ended December 31, 2017, the Company received proceeds from the issuance of notes payable to related parties in the amount of $27,000 and convertible notes payable to related parties in the amount of $234,792 (total $261,792).

 

At September 30, 2018, the Company was out of compliance with the contractual payment terms with the convertible note payable (g) and (y) to a related party investor.