Intelligent Living Inc. (fka ILIV)

[BeachBum]

Check out this lawsuit filing where both R&T Marketing and Long Side Ventures are defendants both of which are holding ILIV CD's.

http://dockets.justia.com/docket/florida/flsdce/0:2014cv61608/445064

Defendant: Long Side Ventures, LLC, R&T Sports Marketing, Inc., Ben Kaplan and Daniel Kaplan
Plaintiff: Nanotech Entertainment, Inc
Mediator: Laurie L. Riemer

Case Number: 0:2014cv61608
Filed: July 11, 2014

http://www.corporationwiki.com/Florida/Palmetto-Bay/daniel-kaplan/118937165.aspx



NOTE 8 – CONVERTIBLE DEBENTURES


On February 11, 2011, the Company entered into a convertible promissory note with Long Side Ventures (LSV) for $250,000. The note was convertible at the higher of a) 50% of the average of the five lowest closing prices for the Company ’ s stock during the previous 15 trading days or b) $0.0001. On September 18, 2012, LSV assigned portions of the debt to other note holders as follows: Arnold Goldin $25,000, Somesing $25,000 and R&T Sports Marketing $25,000. On January 31, 2013, LSV assigned $50,000 to Taconic Group.


The original note matured on December 31, 2012 and was in default as of December 31, 2013. Due to the default, the Company entered into an amendment and changed the conversion terms to $0.0001 effective January 29, 2013. On August 14, 2013, the conversion terms were reverted back to the original terms. As of June 30, 2014 the outstanding balance on the LSV portion of the note is $0; the Arnold Goldin portion is $4,809; the Somesing portion is $0; the R&T Sports Marketing portion is $0; and the Taconic portion is $12,009. A derivative liability was recorded on these notes as the Company was unable to determine if they had sufficient authorized shares as a result of the convertible note that was issued in March, 2013 which was convertible at 50% of the market price of the common stock.


On January 31, 2013 the Company entered into a convertible note agreement with Taconic Group, LLC, (the “ Holder ” ) for $20,000. The note bears interest at the rate of 15% per annum beginning January 31, 2013, and matures on January 31, 2015. The note is convertible, at the option of the Holder into the Company ’ s common stock at a conversion price of $.0001. The note may be redeemed by the Company at any time prior to maturity with notice to the Holder, and payment of a premium of 150% on the unpaid principal and interest amount of the note. The principal balance outstanding at June 30, 2014 is $20,000. The Company recorded a beneficial conversion feature on this note. The unamortized debt discount is $5,000 at June 30, 2014.


On February 21, 2013 the Company entered into a convertible note agreement with Long Side Ventures, LLC, (the “ Holder ” ) for $5,000. The note bears interest at the rate of 10% per annum beginning February 21, 2013, and matures on February 21, 2015. The note is convertible, at the option of the Holder into the Company ’ s common stock at a conversion price of $.0001. The note may be redeemed by the Company at any time prior to maturity with notice to the Holder, and payment of a premium of 150% on the unpaid principal and interest amount of the note. The principal balance outstanding at June 30, 2014 is $0.

On March 8, 2013 the Company entered into a convertible note agreement with Michael A. Rogoff, an individual (the “ Holder ” ) for $50,000. The note bears interest at the rate of 10% per annum beginning March 1, 2013, and matures on March 1, 2015. The note is convertible, at the option of the Holder into the Company ’ s common stock at a conversion price based on 50% of the average of the five lowest intraday prices for the common stock during the previous twenty trading days immediately preceding the conversion request. The note may be redeemed by the Company at any time prior to maturity with notice to the Holder, and payment of a premium of 150% on the unpaid principal and interest amount of the note. The note was purchased by Longside Ventures for $85,000. The additional $25,000 incurred has been recorded as an expense during the year ended December 31, 2013. The balance outstanding on the new note to Longside Ventures is $85,000 at June 30, 2014. The Company recorded a put premium on this note as of the date of the transaction.


On March 8, 2013 the Company entered into a convertible note agreement with Marvin Neuman, an individual (the “ Holder ” ) for $50,000. The note bears interest at the rate of 10% per annum beginning March 1, 2013, and matures on March 1, 2015. The note is convertible at any time after thirty days, at the option of the Holder into the Company ’ s common stock at a conversion price based on 50% of the average of the five lowest intraday prices for the common stock during the previous twenty trading days immediately preceding the conversion request. The note may be redeemed by the Company at any time prior to maturity with notice to the Holder, and payment of a premium of 150% on the unpaid principal and interest amount of the note. The note was purchased by Longside Ventures for $85,000. The additional $25,000 incurred has been recorded as an expense during the year ended December 31, 2013. The balance outstanding on the new note to Longside Ventures is $85,000 at June 30, 2014. The Company recorded a put premium on this note as of the date of the transaction.





17



INTELLIGENT LIVING INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2014

(Unaudited)

NOTE 8 – CONVERTIBLE DEBENTURES, continued


On May 1, 2013 the Company entered into a convertible note agreement with Monbridge, Inc., (the “ Holder ” ) for $150,000. The note bears interest at the rate of 15% per annum beginning May 1, 2013, and matures on May 1, 2014. The note is convertible, at the option of the Holder into the Company ’ s common stock at a Variable Conversion Price calculated at 40% times the market price. The note may be redeemed by the Company at any time prior to maturity with notice to the Holder, and payment of a premium of 150% on the unpaid principal and interest amount of the note. The balance outstanding at June 30, 2014 is $0.


On May 10, 2013, the Company entered into an acquisition agreement with New Castle County Services, Inc., a Delaware corporation ( “ NCCS ” ) for the purchase of all assets relating to cognitive bran training games websites and blog (including the website Mind360.com). As consideration for the acquisition of the assets, the Company agreed to pay $150,000 to NCCS, no later than November 10, 2014 and delivered to NCCS a promissory note in the amount of $850,000. The $150,000 upfront obligation was fully paid in the first quarter of 2014. The promissory note has a due date of May 1, 2016 and is convertible at NCCS ’ s option, into the Company ’ s common stock at the average trading prices for the common stock during the ten trading day period ending one trading day prior to the date of the conversion notice. The principal balance outstanding at June 30, 2014 is $850,000.


On September 25, 2013 the Company entered into convertible note agreement with Pasquale Pascullo, an individual (the “ Holder ” ) for $50,000. The note bears interest at the rate of 10% per annum beginning September 25, 2013, and matures on


September 25, 2015. The note is convertible, at the option of the Holder into the Company ’ s common stock at a conversion price based on 50% of the average of the five lowest intraday prices for the common stock during the previous twenty trading days immediately preceding the conversion request. The note may be redeemed by the Company at any time prior to maturity with notice to the Holder, and payment of a premium of 150% on the unpaid principal and interest amount of the note. The principal balance outstanding at June 30, 2014 is $0.


On November 12, 2013 the Company entered into a convertible note agreement with Michael A. Rogoff, an individual (the “ Holder ” ) for $100,000. The note bears interest at the rate of 10% per annum beginning November 12, 2013, and matures on November 12, 2015. The note is convertible, at the option of the Holder into the Company ’ s common stock at a conversion price based on 50% of the average of the five lowest intraday prices for the common stock during the previous twenty trading days immediately preceding the conversion request. The note may be redeemed by the Company at any time prior to maturity with notice to the Holder, and payment of a premium of 150% on the unpaid principal and interest amount of the note. The principal balance outstanding at June 30, 2014 is $100,000. The Company recorded a put premium on this note as of the date of the transaction.


On December 31, 2013 the Company entered into a convertible note agreement with Marvin Neuman, an individual (the “ Holder ” ) for $85,000. The note bears interest at the rate of 10% per annum beginning December 31, 2013, and matures on December 31, 2015. The note is convertible at any time after thirty days, at the option of the Holder into the Company ’ s common stock at a conversion price based on 50% of the average of the five lowest intraday prices for the common stock during the previous twenty trading days immediately preceding the conversion request. The note may be redeemed by the Company at any time prior to maturity with notice to the Holder, and payment of a premium of 150% on the unpaid principal and interest amount of the note. The principal balance outstanding at June 30, 2014 is $85,000. The Company recorded a put premium on this note as of the date of the transaction.


On February 20, 2014 the Company entered into a convertible note agreement with Long Side Ventures, LLC, (the “ Holder ” ) for $20,000. The note bears interest at the rate of 10% per annum beginning February 20, 2014, and matures on February 20, 2016. The note is convertible, at the option of the Holder into the Company ’ s common stock at a conversion price of 50% of the average of the five lowest intraday prices for the Company ’ s stock during the previous 20 trading days. The note may be redeemed by the Company at any time prior to maturity with notice to the Holder, and payment of a premium of 150% on the unpaid principal and interest amount of the note. The principal balance outstanding at June 30, 2014 is $20,000. The Company recorded a put premium on this note as of the date of the transaction.





18



INTELLIGENT LIVING INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2014

(Unaudited)

NOTE 8 – CONVERTIBLE DEBENTURES, continued


On March 11, 2014 the Company entered into a convertible note agreement with R&T Sports Marketing Inc., a Florida corporation, (the “ Holder ” ) for $50,000. The note bears interest at the rate of 10% per annum beginning March 11, 2014, and matures on March 11, 2016. The note is convertible, at the option of the Holder into the Company ’ s common stock at a conversion price of 50% of the average of the five lowest intraday prices for the Company ’ s stock during the previous 20 trading days. The note may be redeemed by the Company at any time prior to maturity with notice to the Holder, and payment of a premium of 150% on the unpaid principal and interest amount of the note. The principal balance outstanding at June 30, 2014 is $50,000. The Company recorded a put premium on this note as of the date of the transaction.


On March 24, 2014 the Company entered into a convertible note agreement with Long Side Ventures, LLC, (the “ Holder ” ) for $20,000. The note bears interest at the rate of 10% per annum beginning March 24, 2014, and matures on March 24, 2016. The note is convertible, at the option of the Holder into the Company ’ s common stock at a conversion price of 50% of the average of the five lowest intraday prices for the Company ’ s stock during the previous 20 trading days . The note may be redeemed by the Company at any time prior to maturity with notice to the Holder, and payment of a premium of 150% on the unpaid principal and interest amount of the note. The principal balance outstanding at June 30, 2014 is $40,000. The Company recorded a put premium on this note as of the date of the transaction.


On April 8, 2014 the Company entered into a convertible note agreement with Arnold Goldin, (the “ Holder ” ) for $50,000. The note bears interest at the rate of 10% per annum beginning April 8, 2014, and matures on April 8, 2016. The note bears interest at the rate of 10% per annum beginning March 24, 2014, and matures on March 24, 2016. The note is convertible, at the option of the Holder into the Company ’ s common stock at a conversion price of 50% of the average of the five lowest intraday prices for the Company ’ s stock during the previous 20 trading days. The note may be redeemed by the Company at any time prior to maturity with notice to the Holder, and payment of a premium of 150% on the unpaid principal and interest amount of the note. The principal balance outstanding at June 30, 2014 is $50,000. The Company recorded a put premium on this note as of the date of the transaction.


On April 8 , 2014 the Company entered into a convertible note agreement with Brent Coetzee, (the “ Holder ” ) for $50,000. The note bears interest at the rate of 10% per annum beginning April 8 , 2014, and matures on April 8 , 2016. The note bears interest at the rate of 10% per annum beginning March 24, 2014, and matures on March 24, 2016. The note is convertible, at the option of the Holder into the Company ’ s common stock at a conversion price of 50% of the average of the five lowest intraday prices for the Company ’ s stock during the previous 20 trading days . The note may be redeemed by the Company at any time prior to maturity with notice to the Holder, and payment of a premium of 150% on the unpaid principal and interest amount of the note. The principal balance outstanding at June 30, 2014 is $ 5 0,000. The Company recorded a put premium on this note as of the date of the transaction.


On April 8, 2014 the Company entered into a convertible note agreement with Somesing, LLC, (the “ Holder ” ) for $50,000. The note bears interest at the rate of 10% per annum beginning April 8, 2014, and matures on April 8, 2016. The note bears interest at the rate of 10% per annum beginning March 24, 2014, and matures on March 24, 2016. The note is convertible, at the option of the Holder into the Company ’ s common stock at a conversion price of 50% of the average of the five lowest intraday prices for the Company ’ s stock during the previous 20 trading days. The note may be redeemed by the Company at any time prior to maturity with notice to the Holder, and payment of a premium of 150% on the unpaid principal and interest amount of the note. The principal balance outstanding at June 30, 2014 is $50,000. The Company recorded a put premium on this note as of the date of the transaction.


On April 25, 2014 the Company acquired certain assets from Venturian Group, Inc. in exchange for a cash payment of $150,000, and 880,000 Series A preferred shares valued at $610,000, and a promissory note in the principal amount of $610,000, carrying an interest rate on the outstanding balance of 6% per annum. Principal and interest totaling $28,892 commences January 1, 2015 with the final payment due on or before April 1, 2016. The principal balance outstanding at June 30, 2014 is $610,000.


On April 25, 2014 the Company acquired Perfect Solutions Software, Inc. and Perfect Solutions, Inc., in exchange for a promissory note in the amount of $285,000, carrying an interest rate on the outstanding balance of 6% per annum. Principal and interest is due on or before January 1, 2015. The principal balance outstanding at June 30, 2014 is $285,000.



19



INTELLIGENT LIVING INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2014

(Unaudited)

NOTE 8 – CONVERTIBLE DEBENTURES , continued


On April 25, 2014 the Company executed a Senior Secured Promissory Note (the “ Note ” ) in the amount of $300,000 with Hoyts Hollow Management LLC. The proceeds from this financing were used to finance the acquisition agreements with both Venturian and Perfect Solutions Software. The note bears interest at the rate of 18% per annum. The payment maturity date is November 1, 2015. Monthly payments of principal and interest total $19,14 2 and commence June 1, 2014. The Note is secured by a continuing security interest in and to, and lien upon, all of the Company ’ s and its current or future subsidiaries assets as well as all accounts and other receivables from the sales of the Company, instruments or other forms of obligations as well as all products and proceeds from the above described collateral. The principal balance outstanding at June 30, 2014 is $ 285 , 358 .


On June 10, 2014, the Company entered into a Securities Purchase Agreement with KBM Worldwide, Inc., pursuant to which we sold to KBM an 8% Convertible Promissory Note in the original principal amount of $42,500 (the “ Note ” ). The Note has a maturity date of March 15, 2015, and is convertible after 180 days into our common stock at the greater of (i) the Variable Conversion Price and (ii) the Fixed Conversion Price. The “ Variable Conversion Price ” shall mean 52% multiplied by the Market Price (representing a discount rate of 48%). “ Market Price ” means the average of lowest three (3) Trading Prices for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “ Trading Price ” means the closing bid price on the applicable day. The “ Fixed Conversion Price ” shall mean $0.000058. The shares of common stock issuable upon conversion of the Note will be restricted securities as defined in Rule 144 promulgated under the Securities Act of 1933. The Note can be prepaid by us at a premium as follows: (a) between 0 and 30 days after issuance – 110% of the principal amount; (b) between 31 and 60 days after issuance – 115% of the principal amount; (c) between 61 and 90 days after issuance – 120% of the principal amount; (d) between 91 and 120 days after issuance – 125% of the principal amount; and (e) between 121 and 180 days after issuance – 130% of the principal amount. The purchase and sale of the Note closed on June 10, 2014, the date that the purchase price was delivered to us. The principal balance outstanding at June 30, 2014 is $42,500. The Company recorded a derivative liability on this note.