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STOCK TRANSACTIONS
12 Months Ended
Jun. 30, 2015
Equity [Abstract]  
STOCK TRANSACTIONS

NOTE 7.        STOCK TRANSACTIONS

 

On May 20, 2005, the Company issued 20,000,000 shares of common stock for cash at $0.01 per share (post-split basis).

 

On June 14, 2005, the Company issued 8,400,000 shares of common stock for cash at $0.01 per share (post-split basis).

 

On June 30, 2005, the Company issued 4,000,000 shares of common stock for cash at $0.10 per share (post-split basis).

 

On May 22, 2006, the Company issued 2,000,000 shares of common stock for services at $0.10 per share (post-split basis).

 

On May 28, 2014, the Board of Directors of the Company approved a 20-for-1 forward stock split on its common stock outstanding in the form of a dividend, with a Record Date of June 19, 2014.   This stock split in the form of a dividend entitled each common stock shareholder as of the Record Date to receive nineteen (19) additional shares of common stock for each one (1) share owned.  Additional shares issued as a result of the stock split were distributed on the Payment Date.  Shareholders did not need to exchange existing stock certificates and received a new certificate reflecting the newly issued shares.

 

On May 31, 2014, our Majority Stockholder approved an amendment (the “2012 Plan Amendment”) to our 2012 Equity Incentive Plan (the “2012 Plan”).  Pursuant to the 2012 Plan Amendment, the number of shares of our common stock reserved for issuance under the 2012 Plan was reduced to 380,000 from 7,000,000 shares.  This reduction was adopted in view of our 20 for 1 forward stock split in the form of a dividend, which, taking into account the automatic adjustment provisions for stock dividends set forth in Section 14(a)(iii) of the 2012 Plan, resulted in 7,600,000 shares of our common stock being available for grant under the 2012 Plan following effectiveness of the forward stock split.

 

On February 15, 2015, the Company issued 400,000 shares (post-split basis to the designee of a former service provider in exchange for settlement in full of an outstanding balance of $211,138.07 ($212,000 rounded up) for services provided by such service provider.

 

As of June 30, 2015 the Company had 34,800, 000 shares of common stock issued and outstanding.

 

Unregistered Sale of Equity Securities

 

Between May 21, 2104 and August 5, 2015 held multiple closings and sold an aggregate of $1,970,000 in principle amount of its 10% Secured Convertible Promissory Notes (the “Investor Notes”) to twenty three (23) investors (the “Investors”). The Investor Notes were offered and sold in a private placement (the “Notes Offering”) to a limited number of non-U.S. persons pursuant to the exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) of, and Regulation S under, the Securities Act. There may be additional closings on the Investor Notes, up to an aggregate principal amount of $2,000,000. The Company has paid a finder fee of $50,000 for introducing the Investors to the Company.

 

The Company has used $1,226,000 of the net proceeds derived from its issuance of the Investor Notes to provide bridge financing (“Bridge Financing”) to 0838373 B.C. Ltd., a British Columbia corporation (a “Numbered Company”), Urban Cultivator Inc. a British Columbia Corporation (“UC”) BC Northern Lights Enterprises Ltd., a British Columbia corporation (“BCNL”), and W3 Metal Inc., a British Columbia corporation (“W3,” and together with Numbered Company, UC and BCNL, the “Borrowers”) for working capital purposes. The Bridge Financing is evidenced by a Secured Bridge Loan Promissory Note from the Borrowers to the Company (the “Bridge Notes”).

 

On May 5, 2014, Valor, on behalf of the Company, signed a non-binding term sheet (the “Term Sheet”) with the Borrowers regarding a possible business combination (the “Merger”) involving these companies. The Borrowers are private companies engaged in the business of manufacturing and selling commercial and residential hydroponic growing systems. On October 3, 2014, the Company signed a Binding Letter of Intent (LOI), as amended on October 31, 2014 and February 23, 2015, to revise the terms of the proposed Merger with the Borrowers. This LOI replaced and superseded the Term Sheet and Valor was not a party to the LOI. Pursuant to the terms of the LOI, it is contemplated that a newly-formed, wholly-owned subsidiary of the Company will merge with and into the Borrower, as a result of which the Company will acquire all of the issued and outstanding capital stock of the Borrowers and the Borrowers will become wholly-owned subsidiaries of the Company.

 

Although the LOI is binding, there can be no assurance that the Merger will take place. The Bridge Financing to the Borrowers was completed as contemplated by the Term Sheet and the LOI.

 

The Investor Notes bear interest at a rate of 10% per annum and are for a term of eight (8) months (“Maturity”). The Investor Notes are automatically convertible, subject to a 4.99% conversion blocker, upon closing of the Merger into units (the “Units”), at a conversion price of $0.30 per Unit. Each Unit consists of one (1) share of the Company’s common stock, $0.001 par value per share (the “Common Stock”), and a warrant to purchase one (1) share of Common Stock at an exercise price of $0.35 per share for two (2) years. The shares of Common Stock that would be issued as a result of conversion of the Investor Notes (and upon exercise of the related warrants) carry certain registration rights. Upon the closing of the Merger, the Company shall issue to each of the Investors warrants (the “Bridge Warrants”) to purchase a number of shares of Common Stock equal to one hundred percent (100%) of the number of shares of Common Stock comprising the Units, exercisable at a price of $0.35 per share, exercisable for two (2) years from the closing of the Merger. The Bridge Warrants will have weighted average anti-dilution protection. If the Merger does not close, the Investor Notes must be repaid.

 

The Investor Notes and the Bridge Notes are secured by all of the assets of the Borrowers. This security interest is subordinated to that of a certain bank providing an existing credit facility to the Borrowers. The Bridge Notes are for a term of eight (8) months from the initial closing of the Bridge Financing, and bears interest at the rate of 10% per annum. All obligations under the Bridge Notes will be deemed repaid in full and canceled upon the closing of the Merger. If the Merger does not close, the Bridge Notes must be repaid.

 

The Investor Notes contain customary events of default and include a default by the Borrowers under the Bridge Note. If the Company defaults under the Investor Notes, the full principal amount of the Investor Notes will, at the Investor’s option, become immediately due and payable in cash. In addition, upon an event of default, the Investor Notes will begin to bear interest at a rate of 12% per annum, or such lower maximum amount of interest permitted to be charged under applicable law.

 

A default by Borrowers under the Bridge Notes, including but not limited to the failure to repay the Bridge Notes at Maturity if the Merger doesn’t close, will cause the full principal amount of the Bridge Notes, at the Company’s option, to become immediately due and payable in cash. In addition, upon an event of default, the Bridge Notes will begin to bear interest at a rate of 12% per annum, or such lower maximum amount of interest permitted to be charged under applicable law, which interest rate will continue until all defaults are cured.

 

Because of the delay in the closing of the Merger, nineteen (19) of the Investor Notes in the aggregate principle amount of $970,000 have reached their maturity dates (some of which were previously extended) and are now due and payable in full along with accrued and unpaid interest. Because these Investor Notes are now in default, the interest rate has begun to accrue at an annual rate of 12% from the date of the default. The company is in the process of asking the Investors to agree to extend the maturity date on these Investor Notes to a date after the currently after the currently projected closing date of the Merger (October 31, 3015), but there can be no assurance that any of the Investors will agree to such an extension. If one or more of the Investors demands payment of the principal and accrued interest on his defaulted Investor Note, the Company might not be able to meet such demand.

 

Because of the delay in the closing of the proposed Merger, the Company’s loans to the Borrowers in the aggregate amount of $1,000,000 became due and payable to the Company between January 20, 2015 and February 4, 2015. Under the terms of the LOI amendment dated February 23, 2015, the Company agreed to extend the maturity dates on the Bridge Notes relating to these loans to May 31, 2015. Although these loans are now due and payable and are in default, the Company expects to further amend the LOI to further extend the maturity dates on the Bridge Notes relating to these loans to a date after the expected closing date of the Merger. Because $1,000,000 of the loans to the Borrowers are now in default, the Company may be obligated to exercise its rights under the General Security Agreement with the Borrowers if it is not able to extend the maturity dates on the Investor Notes that are now in default.

 

In addition to the Notes Offering, the Company intends to engage in an additional private placement of the Units for at least an additional $1,000,000 in gross proceeds to the Company (the “Subsequent Offering”), for post- merger working capital. The closing of the Subsequent Offering and the closing of the Merger is each a condition precedent to the other.