dtvi_8k.htm

Statements in the Operating Plan which follows may be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to Dot VN or its management, identify forward-looking statements. These statements are based on current expectations, estimates and projections about Dot VN’s business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and probably will, differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including those described above and those risks discussed from time to time in Dot VN’s filings with the Securities and Exchange Commission. Factors that could materially affect these forward-looking statements and/or predictions include, among other things: (i) our limited operating history; (ii) our ability to pay down existing debt; (iii) unforeseen costs and expenses; (iv) potential litigation with our shareholders, creditors and/or former or current investors; (v) Dot VN’s ability to comply with federal, state and local government regulations in the US and foreign countries; (vi) Dot VN’s ability to maintain current agreements with the government of Vietnam and enter into additional agreements with the government of Vietnam; and (vii) other factors over which we have little or no control. In addition, such statements could be affected by risks and uncertainties related to product demand, market and customer acceptance, competition, pricing and development difficulties, as well as general industry and market conditions and growth rates and general economic conditions. Any forward-looking statements speak only as of the date on which they are made, and Dot VN does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release. Information on Dot VN’s website does not constitute a part of this release.

On February 22, 2011, the Company signed an agreement with Vietnamese Internet Network Information Center (“VNNIC”) which designates Dot VN as VNNIC’s sole partner in developing, promoting and managing the Vietnamese Native Language Internationalized Domain Name (the “Vietnamese IDNs”) system (the “IDN Agreement”). The IDN Agreement has no fixed term. The IDN Agreement is in addition to our long standing agreement to promote the Vietnamese ccTLD, ‘.vn’ and to serve as the only domain name registrar empowered with independent authority to approve and register in real time, without VNNIC participation, Vietnamese domain names and we are the only registrar authorized to process all third level registrations online which provides Dot VN with a competitive advantage vis-à-vis other domain name registrars (the “VNNIC Registrars Agreement”). The current VNNIC Registrars Agreement has no fixed term. The Company’s revenues earned under the VNNIC Registrars Agreement have matured and our market has stabilized with future growth projected at 2%. Future revenue growth needs to be developed in other areas; such as the Vietnamese IDN domain name (the "IDN Domain").

At the Company’s suggestion VNNIC eliminated the registration fee for the IDN Domain. During the past two years the Company has aggressively marketed the IDN Domains within Vietnam increasing registration from a few thousand to over 887,000 at March 31, 2013. During the past year the Company has developed a set of free web template tools to allow the IDN Domain user to create a web site (the “IDN Site”) with over 30,700 web sites in use at March 31, 2013. We project IDN Sites in excess of 53,000 by December 2013.

The Company intends to monetize the IDN Sites in the future by the inclusion of online advertising as part of the free web template we provide from a variety of sources to include Google. We are presently updating the IDN web templates to be compatible with Google’s offerings and anticipate generating revenue in the third calendar quarter with a modest projection of $120,000 collected by December 2013. Currently the Company has been optimizing the use of Google and Yahoo ads on our INFO.VN web site with cash generation having increased from a few hundred dollars per month to just under $20,000 in April which we project to plateau at $45,000 per month in the fourth calendar quarter.

These two revenue sources are projected to contribute over $450,000 in cash collections during this calendar year driving the Company to its first positive monthly and annual cash flows before debt service. With continued development of the IDN Domain and the creation of IDN Sites (collectively the “IDN Market”) we project calendar year 2014 to generate $1.6 million in cash flows to service our debt. With continued expansion of the IDN market our cash flows to service debt is projected to reach $8.7 million in calendar year 2015.

On March 19, 2012, Dot VN, Inc. (the “’Company”) reported on Form 10-Q for the quarter ended January 31, 2012 (the “Filing”) an aggregate of $7,430,846 in debt obligations plus an additional $1,871,979 of accrued liabilities. Subsequent to the Filing the total debt obligation has increased to an aggregate of $8,343,501 plus an additional $2,159,139 of accrued liabilities. It is suggested that the following discussion of debt obligations and accrued liabilities be read in conjunction with the Company's January 31, 2012 unaudited condensed consolidated financial statements and related notes included in the Company’s Form 10-Q as filed with the Securities and Exchange Commission.

	January 31,
	2012
	(unaudited)

Due to related parties short-term	$	1,987,721
Short-term convertible debt		120,648
Short-term debt and current portion of long-term debt		3,097,236
Due to related parties long-term		806,868
Long-term convertible debt		1,392,114
Long-term debt, net of current portion		26,259
Total debt obligations		7,430,846
Accrued liabilities		1,871,979
Total debt obligations and accrued liabilities	$	9,302,825

Debt obligations, without consideration of offsetting debt discounts, and accrued liabilities at April 30, 2013 consisted of the following:

	April 30,
	2013
	(unaudited)

Due to related parties short-term	$	2,746,418
Short-term convertible debt		1,544,133
Short-term secured debt		99,232
Short-term debt and current portion of long-term debt		1,936,950
Due to related parties secured long-term		167,507
Due to related parties long-term		277,809
Long-term secured convertible debt		481,014
Long-term convertible debt		1,100,716
Long-term debt, net of current portion		28,364
Total debt obligations		8,382,143
Accrued liabilities		2,161,849
Total debt obligations and accrued liabilities	$	10,543,992

An aggregate of $50,901 and $34,825 was borrowed from and an aggregate of $9,986 and $46,936 was repaid to Ms. Hue Tran Johnson and Ms. Ngoc Anh Ung, respectively on the Hue Revolver and Ung Revolver. Ms. Johnson is the wife of Dr. Lee Johnson, the Company’s President, Chief Technology Officer, Chief Financial Officer and a Director. Ms. Ngoc Anh Ung, the Company’s Vice President of Operations and Business Development, Asia. On March 29, 2012, the Hue Revolver was amended to extend the March 31, 2012 due date to April 30, 2013 with no other change to the terms. On March 29, 2012, the Ung Revolver was amended to extend the March 31, 2012 due date to April 30, 2013 with no other change to the terms.

On February 29, 2012, at the direction of Ms. Johnson $100,000 owed her under the Hue Revolver was transferred to Hi-Tek, Inc. a privately held California corporation (“Hi-Tek Private”) and added to the funds owed under the revolving credit arrangement with Hi-Tek Private (the “Hi-Tek Revolver”). Additionally on March 20, 2012, $250,000 of the Hue Revolver debt was cancelled in exchange for the issuance of a new three year five cent convertible debenture offered by the Company with the same terms and conditions as other convertible notes issued about the same time.

On February 29, 2012, at the direction of Ms. Ung $50,000 owed her under the Ung Revolver was transferred to Hi-Tek, Private and added to the funds owed under Hi-Tek Revolver. Additionally on March 31, 2012, an aggregate of $161 of accrued interest was paid to Ms. Ngoc Anh Ung under Term Note 25 and Term Note 26 fully paying each note which was then cancelled. In addition, on March 29, 2012, Term Note 17 and Term Note 29 held by Ms. Ung were amended to extend the March 31, 2012 due dates to April 30, 2013 with no other change to the terms.

During the Subsequent Period the Company made monthly interest payments aggregating $25,182 pursuant to the terms of the Hi-Tek Trademark Loan One to Mr. Howard Johnson, a related party. Mr. Johnson is the father of Mr. Thomas Johnson, the Company’s Chief Executive Officer and Chairman of the Board of Directors and Dr. Lee Johnson, the Company’s President, Chief Technology Officer, Chief Financial Officer and a Director. On July 19, 2012, the Hi-Tek Trademark Loan One was further amended to extend the July 20, 2012 due date to April 30, 2013, with no other change to the terms of the note or the conversion feature.

During the Subsequent Period the Company made interest and principal payments to Mr. Thomas Johnson, the Company’s Chief Executive Officer and Chairman of the Board of Directors aggregating $13,601 on Term Note 16, Term Note 23 and Term Note 28, On March 30, 2012, the unbalance of Term Note 16, Term Note 23 and Term Note 28 aggregating $52,842 were cancelled plus $100,000 in satisfaction of unpaid salary, including interest, from December 2009 through March 2010 were exchanged for a twenty-four month installment note aggregating $152,842 due March 31, 2014. Interest accrues at the rate of Ten Percent (10%) per annum and a fixed monthly installment payment of $5,000 is due on the first of each month commencing April 1, 2012. An aggregate of only $20,560 was paid towards the fixed monthly installments.

On March 22, 2012 the Company received $42,500 from Asher Enterprises, Inc. (“Asher”). The loan is evidenced by a convertible promissory note and matures 270 days from the issuance date on December 19, 2012 (the “Asher Third Debenture”). The Asher Third Debenture accrues interest at the rate of 8% per annum. The Company can prepay the note and accrued interest (the “Amount Due”) in full during the first 180 days by paying a) the Amount Due multiplied by b) a prepayment premium which ranges from 120% (a 20% premium during the first 60 days) to 145% (a 45% premium between 151 to 180 days). Following the 180th day (September 10, 2012) Asher can convert the note, in whole or in part, into common stock at a 40% discount to the average of the three (3) lowest closing bid prices during the ten trading days prior to their notice to convert (the “Conversion Price”); representing a beneficial conversion feature. In addition, the notes contains covenants requiring the Company to maintain its SEC filings on Forms 10-Q and 10-K and obtain Asher’s written consent for certain activities not in existence or not committed to by the Company on the issue date, as follows: (i) dividend distributions in cash or shares; (ii) stock, warrant or option repurchases; (iii) borrowings; (iv) sale or disposal of assets; (v) certain advances and loans in excess of $100,000; and (vi) certain guarantees to third-party liabilities. In the event of default, the amount of principal and interest not paid bear interest at the rate of 22% per annum and the notes becomes immediately due and payable. Should that occur, the Company is liable to pay Asher 150% of the then outstanding principal, interest and default interest. The Company did not filed Form 10-K for the fiscal year ended April 30, 2012 which is an event of default under the Asher Third Debenture; subsequent to this event the Company has accrued interest at the default rate of Twenty Two (22%) percent per annum.

Between February 1, 2012 and March 26, 2012, pursuant to the terms of the Asher First Debenture, the principal and accrued interest aggregating $38,800 were converted into an aggregate of 3,099,999 restricted shares of the Company’s Common Stock and the Asher First Debenture was cancelled. On June 4, 2012 and July 19, 2012, pursuant to the terms of the Asher Second Debenture, an aggregate of $24,000 in principal was converted into an aggregate of 1,655,416 restricted shares of the Company’s Common Stock. $26,000 of the Asher Second Debenture principal plus accrued interest remains unpaid; the Asher Second Debenture was due on May 25, 2012. The Company did not filed Form 10-K for the fiscal year ended April 30, 2012 which is an event of default under the Asher Second Debenture; subsequent to this event the Company has accrued interest at the default rate of Twenty Two (22%) percent per annum.

On March 31, 2012, the $100,000 three year convertible debenture held by Franklyn deMarco plus accrued interest was cancelled in exchange for a $125,000 amended and restated convertible debenture due August 31, 2012 drafted by Mr. deMarco’s legal counsel (the “deMarco Debenture”). The deMarco Debenture accrues interest at the rate of Ten Percent (10%) per annum and has a fixed 16.8 cent conversion into restricted shares of the Company’s Common Stock at the option of Mr. deMarco. In addition, the Mr. deMarco received a detachable warrant for 1,000,000 restricted shares of the Company’s Common Stock. The detachable warrant has an exercise price of $0.10 per share and a term of three years from the date of issuance. From November 1, 2012 through April 1, 2013 an aggregate of $9,679 in interest was paid to Mr. deMarco in exchange for forbearing from litigation of the deMarco Debenture. Prior to any default in this arrangement on April 26, 2013, Mr. deMarco through new attorneys filed suit to, among other causes, enforce collection of the deMarco Debenture. The Company was served with the suit on May 1, 2013. (See Item 8.01). At this time there is no change in the liability owed to Mr. deMarco.

On November 29, 2012, the Company executed a $52,500 secured term note due June 1, 2013. Interest accrues at the rate of One Percent (1%) per month. The note is secured by the Company’s daily credit card collections. As additional consideration the Company issued a warrant for the purchase of Two Million One Hundred Thousand (2,100,000) Shares of the Company’s Common Stock with an exercise price of $0.025 per share and a term of three (3) years. On January 11, 2013, the secured note was amended to reduce the security to Fifty Percent (50%) of the Company’s daily credit card collections.

On January 14, 2013, the Company executed a $42,500 secured term note due July 15, 2013. Interest accrues at the rate of One Percent (1%) per month. The note is secured by Fifty Percent (50%) the Company’s daily credit card collections. As additional consideration the Company issued a warrant for the purchase of Two Million Six Hundred Twenty-Five Thousand (2,625,000) Shares of the Company’s Common Stock with an exercise price of $0.02 per share and a term of three (3) years.

On March 5, 2012 and February 6, 2013, the Company received an advance of $50,000 and $20,000 under the Hi-Tek Revolver, respectively. During the Subsequent Period an aggregate of $37,745 was repaid on the Hi-Tek Revolver. The Hi-Tek Revolver is due April 30, 2013. On February 29, 2012, $600,000 of the Hi-Tek Revolver debt was cancelled in exchange for the issuance of a new three year five cent convertible debenture offered by the Company. The new loan is due March 1, 2015 and interest accrues at the rate of Ten Percent (10%) per annum. In addition, the Company issued a warrant for the purchase of Twelve Million (12,000,000) Shares of the Company’s Common Stock with an exercise price of $0.05 per share, a term of three (3) years, and vest upon conversion of the Debenture. A partial conversion of the Debenture shall result in a proportional number of warrant shares being vested.

On February 29, 2012, at the direction of Ms. Hue Tran Johnson $100,000 owed her under the Hue Revolver was transferred to Hi-Tek Private and added to the funds owed under Hi-Tek Revolver. Additionally on February 29, 2012, at the direction of Ms. Ngoc Anh Ung $50,000 owed her under the Ung Revolver was transferred to Hi-Tek, Private and added to the funds owed under Hi-Tek Revolver. Ms. Johnson is the wife of Dr. Lee Johnson, the Company’s President, Chief Technology Officer, Chief Financial Officer and a Director. Ms. Ngoc Anh Ung, the Company’s Vice President of Operations and Business Development, Asia.

Additionally on February 29, 2012, the $600,000 of principal owed Hi-Tek Private under the Hi-Tek IDC Loan was cancelled in exchange for the issuance of a new four year five cent convertible debenture secured by approximately 8,768 square meters of land known as Lot 47, Danang Industrial Zone, Son Tra District, Danang City, Vietnam leased by the Company on a fully prepaid land lease expiring September 21, 2043 (the “Hi-Tek Secured Loan”). The loan is due March 1, 2016 and interest accrues at the rate of Ten Percent (10%) per annum. In addition, the Company issued a warrant for the purchase of Twelve Million (12,000,000) Shares of the Company’s Common Stock with an exercise price of $0.05 per share, a term of three (3) years, and vest upon conversion of the Debenture. A partial conversion of the Debenture shall result in a proportional number of warrant shares being vested.

Also on February 29, 2012, the $377,379 of accrued interest owed Hi-Tek Private under the Hi-Tek IDC Loan was cancelled, cancelling the Hi-Tek IDC Loan in its entirety, in exchange for the issuance of a new three year five cent convertible debenture. The loan is due March 1, 2015 and interest accrues at the rate of Ten Percent (10%) per annum. In addition, the Company issued a warrant for the purchase of Seven Million Five Hundred Fifty Thousand (7,550,000) Shares of the Company’s Common Stock with an exercise price of $0.05 per share, a term of three (3) years, and vest upon conversion of the Debenture. A partial conversion of the Debenture shall result in a proportional number of warrant shares being vested.

On March 16, 2012, the Company exchanged $50,000 of debt owed to IDCG SA de CV, a corporation established under the laws of the Country of Mexico (“IDCG”) under Term Note 2 (the Vina Mex First Loan) for 1,000,000 restricted shares of the Company’s Common Stock issued at $0.05 per share. In addition, on January 27, 2012, Term Note 2 and Term Note 4 held by IDCG were amended to extend the January 31, 2012 due dates to April 30, 2013 with no other change to the terms.

On February 29, 2012, Ms. Hue Tran Johnson acquired $100,000 of the Hi-Tek Secured Loan directly from Hi-Tek Private. The four year convertible note due March 1, 2016 converts at the option of the holder into restricted shares of the Company’s Common Stock at $0.05 per share and bears an interest rate of Ten Percent (10%) per annum. The loan is secured by a proportional interest in the approximately 8,768 square meters of land known as Lot 47, Danang Industrial Zone, Son Tra District, Danang City, Vietnam leased by the Company on a fully prepaid land lease expiring September 21, 2043. In addition, Hi-Tek Private assigned to Ms. Johnson a warrant for the purchase of Two Million (2,000,000) Shares of the Company’s Common Stock with an exercise price of $0.05 per share, a term of three (3) years, and vest upon conversion of the Debenture. A partial conversion of the Debenture shall result in a proportional number of warrant shares being vested. Ms. Johnson is the wife of Dr. Lee Johnson, the Company’s President, Chief Technology Officer, Chief Financial Officer and a Director.

Also on February 29, 2012, Ms. Ngoc Anh Ung acquired $50,000 of the Hi-Tek Secured Loan directly from Hi-Tek Private. The four year convertible note due March 1, 2016 converts at the option of the holder into restricted shares of the Company’s Common Stock at $0.05 per share and bears an interest rate of Ten Percent (10%) per annum. The loan is secured by a proportional interest in the approximately 8,768 square meters of land known as Lot 47, Danang Industrial Zone, Son Tra District, Danang City, Vietnam leased by the Company on a fully prepaid land lease expiring September 21, 2043 In addition, Hi-Tek Private assigned to Ms. Ung a warrant for the purchase of One Million (1,000,000) Shares of the Company’s Common Stock with an exercise price of $0.05 per share, a term of three (3) years, and vest upon conversion of the Debenture. A partial conversion of the Debenture shall result in a proportional number of warrant shares being vested. Ms. Ngoc Anh Ung, the Company’s Vice President of Operations and Business Development, Asia.

On March 20, 2012, $250,000 of the Hue Revolver debt was cancelled in exchange for the issuance of a new three year five cent convertible debenture offered by the Company with the same terms and conditions as other convertible notes issued about the same time. The three year convertible note due March 1, 2015 converts at the option of the holder into restricted shares of the Company’s Common Stock at $0.05 per share and bears an interest rate of Ten Percent (10%) per annum. In addition, the Company issued a warrant for the purchase of Five Million (5,000,000) Shares of the Company’s Common Stock with an exercise price of $0.05 per share, a term of three (3) years, and vest upon conversion of the Debenture. A partial conversion of the Debenture shall result in a proportional number of warrant shares being vested.

On February 29, 2012, the $600,000 of principal owed Hi-Tek Private under the Hi-Tek IDC Loan was cancelled in exchange for the issuance of a new four year five cent convertible debenture secured by approximately 8,768 square meters of land known as Lot 47, Danang Industrial Zone, Son Tra District, Danang City, Vietnam leased by the Company on a fully prepaid land lease expiring September 21, 2043 (the “Hi-Tek Secured Loan”). The loan is due March 1, 2016 and interest accrues at the rate of Ten Percent (10%) per annum. In addition, the Company issued a warrant for the purchase of Twelve Million (12,000,000) Shares of the Company’s Common Stock with an exercise price of $0.05 per share, a term of three (3) years, and vest upon conversion of the Debenture. A partial conversion of the Debenture shall result in a proportional number of warrant shares being vested.

Additionally on February 29, 2012, Hi-Tek Private assigned an aggregate of $250,000 of the Hi-Tek Secured Loan to Ms. Hue Tran Johnson ($100,000), Ms. Ngoc Anh Ung ($50,000) and Mr. Tho Gia Phan ($100,000). The assigned loans are secured by a proportional interest in the approximately 8,768 square meters of land known as Lot 47, Danang Industrial Zone, Son Tra District, Danang City, Vietnam leased by the Company on a fully prepaid land lease expiring September 21, 2043 In addition, Hi-Tek Private assigned to Ms. Johnson, Ms. Ung and Mr. Phan a warrant for the purchase of Two Million (2,000,000) Shares, One Million (1,000,000) Shares and Two Million (2,000,000) Shares, respectively, of the Company’s Common Stock with an exercise price of $0.05 per share, a term of three (3) years, and vest upon conversion of the Debenture. A partial conversion of the Debenture shall result in a proportional number of warrant shares being vested. Ms. Johnson is the wife of Dr. Lee Johnson, the Company’s President, Chief Technology Officer, Chief Financial Officer and a Director. Ms. Johnson is the wife of Dr. Lee Johnson, the Company’s President, Chief Technology Officer, Chief Financial Officer and a Director. Ms. Ngoc Anh Ung, the Company’s Vice President of Operations and Business Development, Asia.

On March 19, 2012, Hi-Tek Private assigned $100,000 of the Hi-Tek Secured Loan to Mr. Tho Gia Phan. The assigned loan is secured by a proportional interest in the approximately 8,768 square meters of land known as Lot 47, Danang Industrial Zone, Son Tra District, Danang City, Vietnam leased by the Company on a fully prepaid land lease expiring September 21, 2043 In addition, Hi-Tek Private assigned to Mr. Phan a warrant for the purchase of Two Million (2,000,000) Shares of the Company’s Common Stock with an exercise price of $0.05 per share, a term of three (3) years, and vest upon conversion of the Debenture. A partial conversion of the Debenture shall result in a proportional number of warrant shares being vested.

On February 5, 2013, Hi-Tek Private assigned $20,000 of the Hi-Tek Secured Loan to Ms. Linh Phan Wong. The assigned loan is secured by a proportional interest in the approximately 8,768 square meters of land known as Lot 47, Danang Industrial Zone, Son Tra District, Danang City, Vietnam leased by the Company on a fully prepaid land lease expiring September 21, 2043 In addition, Hi-Tek Private assigned to Ms. Wong a warrant for the purchase of Four Hundred Thousand (400,000) Shares of the Company’s Common Stock with an exercise price of $0.05 per share, a term of three (3) years, and vest upon conversion of the Debenture. A partial conversion of the Debenture shall result in a proportional number of warrant shares being vested.

On February 29, 2012, the $377,379 of accrued interest owed Hi-Tek Private under the Hi-Tek IDC Loan was cancelled, cancelling the Hi-Tek IDC Loan in its entirety, in exchange for the issuance of a new three year five cent convertible debenture. The loan is due March 1, 2015 and interest accrues at the rate of Ten Percent (10%) per annum. In addition, the Company issued a warrant for the purchase of Seven Million Five Hundred Fifty Thousand (7,550,000) Shares of the Company’s Common Stock with an exercise price of $0.05 per share, a term of three (3) years, and vest upon conversion of the Debenture. A partial conversion of the Debenture shall result in a proportional number of warrant shares being vested.

Additionally on February 29, 2012, $600,000 of the Hi-Tek Revolver debt was cancelled in exchange for the issuance of a new three year five cent convertible debenture offered by the Company. The loan is due March 1, 2015 and interest accrues at the rate of Ten Percent (10%) per annum (the “Hi-Tek Convertible Revolver”). In addition, the Company issued a warrant for the purchase of Twelve Million (12,000,000) Shares of the Company’s Common Stock with an exercise price of $0.05 per share, a term of three (3) years, and vest upon conversion of the Debenture. A partial conversion of the Debenture shall result in a proportional number of warrant shares being vested.

On May 5, 2012, the Company issuance of a new $10,000 three year five cent convertible debenture. The loan is due March 1, 2015 and interest accrues at the rate of Ten Percent (10%) per annum. In addition, the Company issued a warrant for the purchase of Two Hundred Thousand (200,000) Shares of the Company’s Common Stock with an exercise price of $0.05 per share, a term of three (3) years, and vest upon conversion of the Debenture. A partial conversion of the Debenture shall result in a proportional number of warrant shares being vested. On April 16, 2013, pursuant to the terms of the convertible debenture $658 was accrued interest was paid.

Additionally on February 29, 2012, the $377,379 of accrued interest owed Hi-Tek Private under the Hi-Tek IDC Loan was cancelled, cancelling the Hi-Tek IDC Loan in its entirety, in exchange for the issuance of a new three year five cent convertible debenture. The loan is due March 1, 2015 and interest accrues at the rate of Ten Percent (10%) per annum. In addition, the Company issued a warrant for the purchase of Seven Million Five Hundred Fifty Thousand (7,550,000) Shares of the Company’s Common Stock with an exercise price of $0.05 per share, a term of three (3) years, and vest upon conversion of the Debenture. A partial conversion of the Debenture shall result in a proportional number of warrant shares being vested.

Also on February 29, 2012, $600,000 of the Hi-Tek Revolver debt was cancelled in exchange for the issuance of a new three year five cent convertible debenture offered by the Company. The loan is due March 1, 2015 and interest accrues at the rate of Ten Percent (10%) per annum (the “Hi-Tek Convertible Revolver”). In addition, the Company issued a warrant for the purchase of Twelve Million (12,000,000) Shares of the Company’s Common Stock with an exercise price of $0.05 per share, a term of three (3) years, and vest upon conversion of the Debenture. A partial conversion of the Debenture shall result in a proportional number of warrant shares being vested.

On March 22, 2012 the Company received $42,500 from Asher Enterprises, Inc. (“Asher”). The loan is evidenced by a convertible promissory note and matures 270 days from the issuance date on December 19, 2012 (the “Asher Third Debenture”). The Asher Third Debenture accrues interest at the rate of 8% per annum. The Company can prepay the note and accrued interest (the “Amount Due”) in full during the first 180 days by paying a) the Amount Due multiplied by b) a prepayment premium which ranges from 120% (a 20% premium during the first 60 days) to 145% (a 45% premium between 151 to 180 days). Following the 180th day (September 10, 2012) Asher can convert the note, in whole or in part, into common stock at a 40% discount to the average of the three (3) lowest closing bid prices during the ten trading days prior to their notice to convert (the “Conversion Price”); representing a beneficial conversion feature. In addition, the notes contains covenants requiring the Company to maintain its SEC filings on Forms 10-Q and 10-K and obtain Asher’s written consent for certain activities not in existence or not committed to by the Company on the issue date, as follows: (i) dividend distributions in cash or shares; (ii) stock, warrant or option repurchases; (iii) borrowings; (iv) sale or disposal of assets; (v) certain advances and loans in excess of $100,000; and (vi) certain guarantees to third-party liabilities. In the event of default, the amount of principal and interest not paid bear interest at the rate of 22% per annum and the notes becomes immediately due and payable. Should that occur, the Company is liable to pay Asher 150% of the then outstanding principal, interest and default interest. The Company did not filed Form 10-K for the fiscal year ended April 30, 2012 which is an event of default under the two (2) convertible promissory notes owed to Asher. Subsequent to this event the Company has accrued interest at the default rate of Twenty Two (22%) percent per annum.

On March 30, 2012 the Company executed a twenty-four month installment note with Mr. Thomas Johnson, the cancellation of i) the balance due Mr. Johnson under Term Note 16, Term Note 23 and Term Note 28 aggregating $52,842 plus ii) $100,000 of unpaid accrued salary, including interest, from December 2009 through March 2010. The note due March 31, 2014 accrues interest at the rate Ten Percent (10%) per annum and has a fixed monthly installment payment of $5,000 due on the first of each month commencing April 1, 2012. An aggregate of only $20,560 was paid towards the fixed monthly installments.

On November 29, 2012, the Company executed a $52,500 secured term note due June 1, 2013. Interest accrues at the rate of One Percent (1%) per month. The note is secured by the Company’s daily credit card collections. As additional consideration the Company issued a warrant for the purchase of Two Million One Hundred Thousand (2,100,000) Shares of the Company’s Common Stock with an exercise price of $0.025 per share, a term of three (3) years. On January 11, 2013, the secured note was amended to reduce the security to Fifty Percent (50%) of the Company’s daily credit card collections.

The Company owes Asher Enterprises, Inc. (“Asher”) funds evidenced by two convertible promissory notes; the Asher Second Debenture and the Asher third Debenture. The notes contains covenants requiring the Company to maintain its SEC filings on Forms 10-Q and 10-K and obtain Asher’s written consent for certain activities not in existence or not committed to by the Company on the issue date, as follows: (i) dividend distributions in cash or shares; (ii) stock, warrant or option repurchases; (iii) borrowings; (iv) sale or disposal of assets; (v) certain advances and loans in excess of $100,000; and (vi) certain guarantees to third-party liabilities. In the event of default, the amount of principal and interest not paid bear interest at the rate of 22% per annum and the notes becomes immediately due and payable. Should that occur, the Company is liable to pay Asher 150% of the then outstanding principal, interest and default interest.

On February 1, 2012, pursuant to the terms of the Asher First Debenture, the Company issued the accredited investor 533,333 non-restricted shares of the Company’s Common Stock in exchange for an $8,000 partial payment on the Asher First Debenture. Pursuant to the terms of the Asher First Debenture the shares were issued at a Conversion Price of $0.015 based on a 40% discount applied to the average of the three (3) lowest closing bid prices during the ten trading days prior to the conversion notice.

On February 17, 2012, pursuant to the terms of the Asher First Debenture, the Company issued the accredited investor 833,333 non-restricted shares of the Company’s Common Stock in exchange for an $10,000 partial payment on the Asher First Debenture. Pursuant to the terms of the Asher First Debenture the shares were issued at a Conversion Price of $0.012 based on a 40% discount applied to the average of the three (3) lowest closing bid prices during the ten trading days prior to the conversion notice.

On February 28, 2012, pursuant to the terms of three stock subscription agreements, each entered into with an accredited investor, the Company issued an aggregate of 2,000,000 restricted shares of the Company’s Common Stock at $0.025 per unit for $25,000 in cash and a $25,000 stock subscription receivable. Each subscription unit consists of one restricted share of the Company’s Common Stock and a warrant to purchase one restricted shares of the Company’s Common Stock at an exercise price of $0.025 expiring three years from the date of subscription. On March 9, 14 and 16, 2012, the Company received payments of $10,000, $5,000 and $10,000 in satisfaction of the stock subscription receivable, respectively

On March 8, 2012, pursuant to the terms of the Asher First Debenture, the Company issued the accredited investor 1,000,000 non-restricted shares of the Company’s Common Stock in exchange for an $12,000 partial payment on the Asher First Debenture. Pursuant to the terms of the Asher First Debenture the shares were issued at a Conversion Price of $0.012 based on a 40% discount applied to the average of the three (3) lowest closing bid prices during the ten trading days prior to the conversion notice.

On March 26, 2012, pursuant to the terms of the Asher First Debenture, the Company issued the accredited investor 733,333 non-restricted shares of the Company’s Common Stock in exchange for an $8,800 full and final payment on the Asher First Debenture. Pursuant to the terms of the Asher First Debenture the shares were issued at a Conversion Price of $0.012 based on a 40% discount applied to the average of the three (3) lowest closing bid prices during the ten trading days prior to the conversion notice.

On June 4, 2012, pursuant to the terms of the Asher Second Debenture, the Company issued the accredited investor 697,674 non-restricted shares of the Company’s Common Stock in exchange for an $12,000 partial payment on the Asher Second Debenture. Pursuant to the terms of the Asher Second Debenture the shares were issued at a Conversion Price of $0.0172 based on a 40% discount applied to the average of the three (3) lowest closing bid prices during the ten trading days prior to the conversion notice.

On June 4, 2012, the Company issued an aggregate of 1,530,000 restricted shares of the Company’s Common Stock as a quarterly compensation to Lee Johnson (1,200,000), the Company’s President, Chief Technology Officer, Chief Financial Officer and a Director; Anh Ngoc Ung (60,000 shares), the Company’s Vice President of Operations and Business Development, Asia; and two US based employees (aggregate of 270,000), each a sophisticated purchaser. The number of shares to be issued as quarterly compensation are calculated monthly at the close of the first business day of the month as the greater of $0.05 per share or that day’s market closing stock price; subject to adjustment quarterly when the shares are issued to the lower of the sum of the three aforementioned monthly calculations or the market closing stock price on the day the shares are issued, but not less than $0.05 per share. Final compensation expense is recognized at the market closing stock price on the date the shares are issued, which as $0.04 and recorded as $48,000, $2,400 and $10,800 in compensation to Mr. Johnson, Ms. Ung and US based employees, respectively.

On July 19, 2012, pursuant to the terms of the Asher Second Debenture, the Company issued the accredited investor 967,742 non-restricted shares of the Company’s Common Stock in exchange for an $12,000 partial payment on the Asher Second Debenture. Pursuant to the terms of the Asher Second Debenture the shares were issued at a Conversion Price of $0.0124 based on a 40% discount applied to the average of the three (3) lowest closing bid prices during the ten trading days prior to the conversion notice.

On September 12, 2012, the Company issued an aggregate of 1,530,000 restricted shares of the Company’s Common Stock as a quarterly compensation to Lee Johnson (1,200,000), the Company’s President, Chief Technology Officer, Chief Financial Officer and a Director; Anh Ngoc Ung (60,000 shares), the Company’s Vice President of Operations and Business Development, Asia; and two US based employees (aggregate of 270,000), each a sophisticated purchaser. The number of shares to be issued as quarterly compensation are calculated monthly at the close of the first business day of the month as the greater of $0.05 per share or that day’s market closing stock price; subject to adjustment quarterly when the shares are issued to the lower of the sum of the three aforementioned monthly calculations or the market closing stock price on the day the shares are issued, but not less than $0.05 per share. Final compensation expense is recognized at the market closing stock price on the date the shares are issued, which as $0.02 and recorded as $24,000, $1,200 and $5,400 in compensation to Mr. Johnson, Ms. Ung and US based employees, respectively.

On December 17, 2012, the Company issued an aggregate of 1,530,000 restricted shares of the Company’s Common Stock as a quarterly compensation to Lee Johnson (1,200,000), the Company’s President, Chief Technology Officer, Chief Financial Officer and a Director; Anh Ngoc Ung (60,000 shares), the Company’s Vice President of Operations and Business Development, Asia; and two US based employees (aggregate of 270,000), each a sophisticated purchaser. The number of shares to be issued as quarterly compensation are calculated monthly at the close of the first business day of the month as the greater of $0.05 per share or that day’s market closing stock price; subject to adjustment quarterly when the shares are issued to the lower of the sum of the three aforementioned monthly calculations or the market closing stock price on the day the shares are issued, but not less than $0.05 per share. Final compensation expense is recognized at the market closing stock price on the date the shares are issued, which as $0.018 and recorded as $21,600, $1,080 and $4,860 in compensation to Mr. Johnson, Ms. Ung and US based employees, respectively.

On December 20, 2012, the Company issued an aggregate of 5,650,000 restricted shares of the Company’s Common Stock as a year-end bonus to Lee Johnson (5,000,000), the Company’s President, Chief Technology Officer, Chief Financial Officer and a Director; Anh Ngoc Ung (150,000 shares), the Company’s Vice President of Operations and Business Development, Asia; two US based employees (aggregate of 250,000); and twelve Vietnam based employees (aggregate of 250,000), each a sophisticated purchaser, valued at the market close and recorded as $149,500, $4,485, $7,475 and $7,475 in bonuses, respectively.

On March 28, 2013, the Company issued an aggregate of 1,530,000 restricted shares of the Company’s Common Stock as a quarterly compensation to Lee Johnson (1,200,000), the Company’s President, Chief Technology Officer, Chief Financial Officer and a Director; Anh Ngoc Ung (60,000 shares), the Company’s Vice President of Operations and Business Development, Asia; and two US based employees (aggregate of 270,000), each a sophisticated purchaser. The number of shares to be issued as quarterly compensation are calculated monthly at the close of the first business day of the month as the greater of $0.05 per share or that day’s market closing stock price; subject to adjustment quarterly when the shares are issued to the lower of the sum of the three aforementioned monthly calculations or the market closing stock price on the day the shares are issued, but not less than $0.05 per share. Final compensation expense is recognized at the market closing stock price on the date the shares are issued, which as $0.0369 and recorded as $44,280, $2,214 and $9,963 in compensation to Mr. Johnson, Ms. Ung and US based employees, respectively.

After very contentious negotiations and threats on March 31, 2012, the $100,000 three year convertible debenture held by Franklyn deMarco plus accrued interest was cancelled in exchange for a $125,000 amended and restated convertible debenture due August 31, 2012 This was drafted and forced on the corporation through deMarco’s legal counsel. (the “deMarco Debenture”). The deMarco Debenture accrues interest at the rate of Ten Percent (10%) per annum and has a fixed 16.8 cent conversion into restricted shares of the Company’s Common Stock at the option of Mr. deMarco. From November 1, 2012 through April 1, 2013 an aggregate of $9,679 in interest was paid to Mr. deMarco in exchange for his forbearing from litigation of the deMarco Debenture. Prior to any default in this arrangement on April 26, 2013, Mr. deMarco through new attorneys filed suit to, among other causes, enforce collection of the deMarco Debenture (See Item 8.01). The Company was served with the suit on May 1, 2013. At this time there is no change in the liability to Mr. deMarco. The Company will vigorously defend the action.

On May 6, 2013, Dot VN, Inc. issued a press release announcing that it will begin working aggressively on restructuring corporate debt in order to make the company self sustaining through revenues. Also it announces the engagement of Eric Dierker to help manage this transitional time in the company. The press release also explains the forecasted reasons for the changes, and an agreement reached with labor. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by this reference.

000-53367		20-3825987
(Commission File Number)		(IRS Employer Identification No.)

No.		Description

99.1		Press Release dated May 6, 2013

	DOT VN, INC.
	(Registrant)

Date: May 6, 2013	By:	/s/ Dr. Lee Johnson
	Name:	Dr. Lee Johnson
	Title:	President, Chief Financial Officer and
		Chief Technical Officer

No.		Description

99.1		Press Release dated May 6, 2013.