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SETTLEMENTS
6 Months Ended
Dec. 31, 2017
SETTLEMENTS [Text Block]

NOTE 12 – SETTLEMENTS

Debt Settlements and Class C Preferred Shares

Effective August 11, 2017, the Company entered into a Debt Settlement Agreement with each Blue Citi, LLC (“Blue Citi”) and Concord Holding Group, LLC (“Concord”). On August 11, 2017, the Company was indebted to Blue Citi and Concord in the aggregate principal amounts of approximately $2,400,000 and $1,700,000, respectively (exclusive of accrued interest and penalties), pursuant to various convertible promissory notes issued to Blue Citi and Concord between March, 2014 and June, 2017. Pursuant to the Debt Settlement Agreements, each Blue Citi and Concord has agreed to indefinitely forbear from enforcing its rights pursuant to the promissory notes. In consideration, the Company has issued to each Blue Citi and Concord warrants to purchase up to $400,000 in shares of our common stock ($800,000 in the aggregate), with 50% of the warrants exercisable at $0.50 per share, and 50% exercisable at $0.70 per share. The warrants are exercisable until August 11, 2022 and may also be exercised on a cashless basis. In the event that the closing price of the Company’s common stock falls to $0.10 or less for a period of 3 days during the warrant exercise period, the exercise price of the $0.50 per share warrants shall adjust to 300% of the lowest trading price during such 3 -day period, and the exercise price of the $0.70 warrants will adjust to 400% of the lowest trading during the 3 -day period. As additional consideration for the issuance of securities to Blue Citi and Concord, promissory notes held by them that were convertible into the Company’s common stock at 50% discount to market price will instead be subject to a 25% discount to market price. The fair value of the warrants upon issuance on August 11, 2017 was approximately $190,842 in aggregate. Total amortization expense related to these warrants was $43,723 and $67,682, respectively, for the three and six months ended December 31, 2017, leaving an unamortized balance of $123,161 as of December 31, 2017.

On August 3, 2017, the Company entered into a debt settlement subscription agreement with a creditor for settlement of amounts owed relating to an outstanding convertible note in the principal amount of $708,000, with $49,347 of accrued interest. In lieu of receiving cash as payment, the creditor has agreed to accept 350,000 Class C Convertible Preferred Shares of the Company as payment of the indebtedness, pursuant to the terms of the settlement agreement. Thereafter, on August 23, 2017, Company issued an aggregate of 350,000 Class C Convertible Preferred Shares at the deemed price of $2.02 per share. The Company has issued all of the shares to one U.S. person (as that term is defined in Regulation S of the Securities Act of 1933), relying on Rule 506 promulgated under Regulation D of the Securities Act of 1933, as amended.

On January 11, 2018, the Company entered into a Debt Settlement Agreement with a notes holder, whereby the Company agreed to pay $25,000, plus $99,996 in common stock, payable in installments through May 1, 2018, to settle a convertible note dated February 6. 2015, resulting in a loss on extinguishment of liability of $108,860 for the six months ended December 31, 2017. The transaction is considered as debt extinguishment for accounting purposes. The derivative liability associated with the debt totaling $4,696 increased to $143,801 as of December 31, 2017 as a result of this agreement.