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5BARz Agreement
12 Months Ended
Sep. 30, 2012
Notes to Financial Statements  
5BARz Agreement

Note 7 - 5BARz Agreement

 

On March 29, 2012, the Company and 5BARz International, Inc. entered into a definitive set of agreements which super cede all previous agreements and amendments thereto. As a result of those agreements, the following arrangements between the Companies was established;

 

(i)             5BARz International, Inc. acquired a 60% interest in the patents and trademarks held by CelLynx Group Inc., referred to as the “5BARz™” technology. That interest in the technology was acquired for proceeds comprised of 9,000,000 shares of the common stock of the Company, valued at the date of acquisition at $0.20 per share or $1,800,000 USD. The acquisition agreement also clarified that the ownership interest in the “5BARz™” technology does represent that proportionate interest in income earned from the intellectual property. This acquisition of intellectual property represents an amendment to an original acquisition of a 50% interest in the Cellynx intellectual property for debt of $1,500,000 established on October 5, 2010.

  

(ii)             5BARz International, Inc. agreed to make available to CelLynx Group, Inc. a revolving line of credit facility in the amount of $2.2 million dollars of which $668,844 is the net amount advanced as of September 30, 2012. In addition, advances in the amount of an additional $139,700 had been made under the terms of the revolving line of credit, and was repaid by conversion of such amount into shares. As a result aggregate advances under the line of credit have been $808,544. This revolving line of credit facility expires on October 5, 2013. Under the terms of the line of credit facility, the Company has the right to convert amounts due under the facility into common stock of CelLynx, at a conversion rate which is the lesser of a fixed conversion rate of $0.00015 per share or a variable rate which is calculated at 25% of the average lowest three closing bid prices of the CelLynx Group, Inc. common stock for a period which is ten (10) days prior to the date of conversion. At March 31, 2012, the Company converted an initial $78,500 of the amount due under the revolving line of credit facility for 350,000,000 shares of the capital stock of CelLynx Group, Inc. As a result, CelLynx became a consolidated subsidiary of 5Barz International Inc., on March 29, 2012,with a 60% interest in the Company. Subsequent conversions aggregating $61,200 have been made to maintain the 5BARz International Inc. ownership interest at 60%.

 

(iii)             Pursuant to the Master Global Marketing and Distribution agreement between 5Barz International Inc. and CelLynx Group, Inc., 5BARz International, Inc. was obligated to pay to CelLynx Group, Inc. a royalty fee amounting to 50% of the Company’s Net Earnings. That fee would be paid on a quarterly basis, payable in cash or immediately available funds and shall be due and payable not later than 45 days following the end of each calendar quarter of the year. The asset acquisition agreement amendment referred to herein specified that the royalties would be paid in relation to the ownership of the intellectual property.