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v2.4.0.6
Note 7 - Third Party Transactions
12 Months Ended
Dec. 31, 2011
Notes  
Note 7 - Third Party Transactions

NOTE 7 – THIRD PARTY TRANSACTIONS

 

On June 1, 2007, the Company  issued Capersia Pte. Ltd. (“Capersia”) an $8,000 Promissory Note to evidence an $8,000 loan  received from Capersia, which Promissory Note was amended in December 2007 (the “Convertible Note”). The Convertible Note had an effective date of June 13, 2007, and bears interest at the rate of 6% per annum until paid in full. Capersia had the right at any time prior to the date such Convertible Note was repaid to convert any or all of the outstanding principal amount of the Convertible Note into shares of the Company’s common stock at a conversion price of $0.10 per share. The Convertible Note is payable on demand; however, Capersia agreed to provide the Company at least one (1) year and one (1) day notice prior to the due date of such Convertible Note, and any amounts not paid when then due would accrue interest at the default rate of 15% per annum.  On or around November 7, 2008, the Promissory Note was further amended to reflect an increased amount owed to the Capersia of $12,764.

 

On or around August 20, 2009, the Company entered into an amendment to the Convertible Note, pursuant to which we agreed to amend the conversion price of the Convertible Note to $0.001 per share, and to allow Capersia to convert $1,000 of the amount owed under the Convertible Note into 1,000,000 shares of our common stock.

 

On or around November 10, 2009, Capersia sold its entire interest in the Convertible Note to Cascata Equity Management, Inc. (50%) (“Cascata”) and Seven Palm Investments, LLC. (50%) (“Seven Palm”).

 

On or around April 13, 2010, Cascata and Seven Palm entered into acknowledgments with the Company, whereby each holder agreed that they will not be able to convert the Convertible Note into a number of common shares that would result in either of them owning more than 4.99% of the issued and outstanding common stock of the Company and that neither holder would transfer or sell the Convertible Note to any third parties without the prior written consent of the Company, which consent will not be unreasonably withheld.

 

In May 2010, an aggregate of $550 of the Convertible Note (described above) was converted by each of Cascata and Seven Palm ($1,100 total), and Cascata and Seven Palm were each issued an aggregate of 550,000 shares of common stock in connection with such conversions.

 

On October 23, 2010, pursuant to a Note Termination Agreement (the “Termination Agreement”), Seven Palm agreed to cancel and forgive its portion of the Promissory Note then owned by the Company to Seven Palm (representing a principal amount of $5,332 in its entirety prior to the accrual of any interest thereon, which accrued interest was also forgiven in connection with the Termination Agreement).

 

In January 2011, $1,200 of the Convertible Note was converted for issuance of 1,200,000 shares of common stock by Cascata.  The Convertible Note had an outstanding principal balance of $4,132 as of December 31, 2011 with a potential conversion into 4,132,000 shares of common stock.

 

On October 23, 2012, the Company exercised its right to pay-off the Convertible Note in full and remitted payment to Cascata of $5,861 in order to cancel the Capersia Note.  This amount is comprised of $4,132 in unpaid principal plus interest in the amount of $1,729 computed at 6% per annum.

 

A total of $150,000 was loaned to the Company in November 2010 by an individual, which was evidenced by a promissory note bearing interest at the rate of 12% per annum with a maturity date of November 4, 2011. Additionally, the Company’s sole officer and Director assigned an aggregate of $100,000 which the Company owed to the officer, evidencing an aggregate note value of $250,000. The Company agreed to issue 750,000 shares of restricted common stock in connection with this third party note. Forbearance has been extended on the note until June 2, 2014.

 

Additionally in November 2010, a third party loaned the Company $50,000, which was evidenced by a promissory note, bearing interest at the rate of 12% per annum with a maturity date of November 4, 2011. The Company agreed to issue the third party an aggregate of 300,000 shares of common stock in connection with this third party note. Forbearance has been extended on the note until June 2, 2014.