GD Entertainment and Technology Inc (GDET)

[Toxic Avenger]

Read filing before investing in GDET.
The toxic lenders will try to convince you to buy the shares they are selling. They buy from the company at $.0005 and can sell over 15 BILLION shares before their debt is repaid, not including new debt and interest run up since 8/31/15. Dumping these shares is the only way the toxic lenders get their money back. We need to stop this abuse of the system and make the toxic lenders lose.
DON'T FALL FOR IT!

Below from the most recent filing (8/31/15) http://www.otcmarkets.com/financialReportViewer?symbol=GDET&id=148637

Loans payable
a) On November 25, 2005, the Company received $25,000 from a former affiliate of the Company and entered into an unsecured loan agreement,
bearing interest at 8% per annum. As of May 31, 2015, the principal balance of $25,000 plus accrued interest of $18,038 remain outstanding
and is included in accrued liabilities.
b) On December 27, 2006, the Company received $15,000 and entered into a promissory note agreement with a former affiliate of the Company.
Under the terms of the note, the principal of the loan is unsecured and bears 12% interest. As of May 31, 2015, the principal balance of
$15,000 plus accrued interest of $14,274 remain outstanding and is included in accrued liabilities.
c) On May 7, 2007, the Company entered into a promissory note in the principal amount of $100,000. Under the terms of the note, the principal
of the loan is unsecured and bears 14% interest per annum.
On December 1, 2014, the Company entered into a Purchase and Assumption Agreement (“Assumption Agreement”), whereby the $100,000
note was assigned to a third party and, concurrently, the Company entered into a modified Convertible Promissory Note (“Modified Note”).
The modified note bears interest at 5% per annum and is due on December 1, 2015. The modified note is convertible, at any time, in whole
or in part, at the note holder’s option, into common stock of the Company at an initial conversion price per share equal to 50% of the lowest trading price of the Company’s common stock during the previous twenty (20) trading days.
Pursuant to ASC 470-50, “Debt – Modification and Extinguishment,” it was determined that the original and modified notes are substantially
different and the Company treated the original convertible note extinguished and exchanged for a new convertible note. The modified note
was initially recorded at fair value and that amount was compared to the carrying value of the original note prior to modification to determine
the gain or loss on extinguishment of debt.
The modified note also provides that the principal amount due to original noteholder shall be prorated based on the consideration actually paid by Maker to original noteholder, such that the Maker is only required to repay the amount of consideration and the Maker is not required to repay any unfunded portion of this modified note.
Concurrent with the Assumption Agreement, the original noteholder, the Maker and, the Escrow Agent entered into an Escrow Agreement which provides that $65,000 (less legal and administrative fees of $500) be held in escrow.
On December 5, 2014, December 13, 2014, and January 7, 2015, the Company issued 44,000,000, 40,000,000, and 26,000,000 shares of common stock, respectively, upon the conversion of the principal amount of $11,000 at a conversion price of $0.0001 per share and, $11,000 was released from escrow to the original noteholder.
On February 13, 2015, the Company issued 65,000,000 shares of common stock upon the conversion of the principal amount of $6,500 at a conversion price of $0.0001 per share and, $6,500 was released from escrow to the original noteholder.
On March 26, 2015, the Company issued 212,000,000 shares of common stock upon the conversion of the principal amount of $10,600 at a conversion price of $0.00005 per share and, $10,600 was released from escrow to the original noteholder.
As of May 31, 2015, a principal balance of $36,900 and accrued interest of $105,933 remain outstanding and is included in accrued liabilities.
As of August 31, 2015, the Company is in default of loans amounting to an aggregate principal of $208,000.

5. Convertible Notes Payable
a) On July 23, 2004, the Company borrowed $250,000 and entered into an 8%, 5-year Promissory Note. The Note is guaranteed by the Company.
The Promissory Note is payable in monthly installments of $5,054, including interest commencing in October 2004 through September 2009.
On September 2, 2009, a portion of the Promissory Note was assigned to a third party and the Company issued 6,000,000 shares of common On January 15, 2010, portions of the Promissory Note were assigned to third parties and the Company issued 32,000,000, 22,000,000, 2,500,000 and 5,500,000 shares of common stock upon the conversion of the principal amounts of $32,000, $22,000, $2,500 and $5,500, respectively.
On November 18, 2014, $42,500 of the Note was assigned to a third party and the assignee subsequently converted the assigned amount into
42,500,000 shares of the common stock of the Company.
On December 9, 2014, $40,000 of the Note was assigned to a third party pursuant to a Debt Securities Assignment and Purchase Agreement and Securities Exchange and Settlement Agreement (“Debt Assignment”). Pursuant to the Debt Assignment, the Assignee is permitted to convert any portion of the assigned debt at any time until the assigned Note is no longer outstanding. Further, the Assignee is permitted to receive eligible conversions at the lesser of $0.0004 or a 50% discount from the lowest intra-day trading price for the 20 days prior to a
conversion notice submitted to the Company’s Transfer Agent. On December 18, 2014, the Company issued 53,350,000 shares of common
stock upon the conversion of the principal amount of $5,350 at a conversion price of $0.0001 per share. A principal balance of $34,650 remains outstanding after said conversion.
On January 29, 2015 $5,000 of the Note was assigned to a third party and the assignee subsequently converted a portion of the assigned amount into 164,500,000 shares of the common stock of the Company.
As of August 31, 2015, a principal balance of $67,500 on the original Promissory Note and accrued interest of $90,166 remain unpaid.
b) On June 7, 2004, the Company entered into a Securities Purchase Agreement with Global Capital Funding Group, L.P. (“Global”), whereby Global purchased a $1,500,000 convertible note (the “Note”) for $1,200,000. The Note was secured by the Company’s accounts receivable,
inventory, property and equipment, and general tangibles and matured on June 7, 2007.
Pursuant to the agreement, the Company issued a warrant to Global to purchase 500,000 shares of common stock as additional finance costs.
In addition, the Company issued a warrant to an unrelated corporation to purchase 50,000 shares of common stock as a finder’s fee. Both warrants were exercisable at $0.495 per share and expired on June 7, 2009.
On October 1, 2004, the Company and Global entered into an Exchange Agreement whereby the Note was exchanged for a new note (the “new Note”) in the amount of $1,540,000. The New Note matured on June 7, 2006 and was secured by a first lien on the Company’s non-real estate assets and the issuance and pledge of 8,400,000 shares of common stock. The effective interest rate on the New Note is 13%.
Other terms under the New Note are as follows:
i) As long as there is no event of default (as defined), the Company may, at its option, prepay the New Note at a price equal to the outstanding principal amount of the New Note, $40,000 of liquidating damages and all accrued and unpaid interest.
ii) Global has the right to convert the New Note into shares of common stock upon an event of default (as defined) or at any time following
June 7, 2005 at the following conversion price – (a) Principal amount being converted together with the accrued and unpaid interest
through the date of conversion divided by (b) 100% of the three lowest bid prices during the twenty (20) trading days immediately
preceding the date of conversion. Global can only convert (other than due to an event of default) if the price of the Company’s common
stock is equal to or greater than $0.60 per share at the time of conversion.
During the quarter ended August 31, 2009, Global instituted a lawsuit in the United States District Court of New Jersey to collect on its
defaulted loan. The Company subsequently filed an Answer to the Complaint. During the following quarter ended November 30, 2009, the
Company and Global settled, in principal, their lawsuit and all disputes on the following terms:
i) The Company shall pay Global a total principal amount of $500,000 in two (2) years, evidenced by an interest-free note (“InterestFree
Note”);
i) Global shall retain its 16,800 (post 1:500 split) common shares, held as security, which shall be returned upon payment of the Interest-Free Note;
ii) Global shall return the 16,800 shares upon the payment of the first $25,000 due on the Note;
iii) The matter has been settled and an Order was entered reflecting the same.
As at August 31, 2015, the principal balance of $500,000 on the Interest-Free Note remains unpaid