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Convertible Preferred Stock
9 Months Ended
Mar. 31, 2019
Equity [Abstract]  
CONVERTIBLE PREFERRED STOCK

(11) CONVERTIBLE PREFERRED STOCK

 

The following schedule reflects the number of shares of preferred stock that have been issued, converted and are outstanding as of March 31, 2019:

 

Security 

Date Issued

  No. of Shares 

Amount

   Date of Conversion  No. of Shares Converted  Amount Converted  

Balance

3/30/2019

 
Series M Cv Pfd  8/1/2014  250  $2,500,000   4/18/2017  6  $60,000      
              11/21/2017  3   30,000      
              8/7/2018  241   2,410,000   $-0- 
Series M Cv Pfd  8/31/2015  200   2,000,000   8/7/2018  200   2,000,000    -0- 
Series M Cv Pfd  4/22/2016  150   1,500,000   8/7/2018  150   1,500,000    -0- 
Total     600  $6,000,000         $6,000,000   $-0- 
Accrued Dividends                         -0- 
                         $-0- 
                            
Series L Cv Pfd  2/10/2010  35  $350,000   1/6/2011  15  $150,000   $200,000 
Accrued Dividends                         175,426 
                         $375,426 

 

Series L Convertible Preferred Stock

 

On March 31, 2010, a private investor converted a $350,000 short-term promissory note into 35 shares of Series L Convertible Preferred Stock. The original purchase price/stated value is $10,000 per share and dividends accrue at an annual rate of 9%. The preferred stock is convertible into 474 shares of common stock for each share of preferred stock. On January 6, 2011, the private investor converted 15 shares of Series L Convertible Preferred Stock representing a principal value of $150,000. After the conversion, the private investor held 20 shares representing a principal value of $200,000. The remaining principal value of $200,000 is presented on the balance sheet as a current liability since it is mandatorily redeemable. At March 31, 2019 and June 30, 2018, the balance of cumulative dividends owed to the investor which is included in redemption value was $175,426 and $161,914, respectively. The remaining principal value of $200,000 plus the cumulative dividend are presented on the balance sheet as a current liability of $375,426 as of March 31, 2019 and $361,914 as of June 30, 2018.

 

Series M Convertible Preferred Stock

 

The Company, during the fiscal year ending June 30, 2015, sold Series M Convertible Preferred Stock to Viable International Investments, LLC, a Florida limited liability company, ("Viable"). The original purchase price/stated value of each share of Series M Preferred Stock was $10,000 and Viable was be entitled to receive cumulative dividends at the fixed rate of 9% of the stated value per share per annum. The first tranche of the private placement sale of 250 shares of convertible preferred stock was made pursuant to a Securities Purchase Agreement (the "Agreement") dated June 27, 2014 between the Company and Viable. The Agreement stipulated the payment of a $100,000 non-refundable deposit which was paid on June 27, 2014 and applied to the purchase price on the first closing date, August 4, 2014. At the first closing, $2,400,000 was paid by Viable to purchase 250 shares of convertible preferred stock which provided a 78.9% voting and economic interest in the Company's capital stock representing a change in control of the Company. Because of delays in restructuring the Company and executing its business plan, Viable was unable to convert its Series M Convertible Preferred Stock into Common Stock according to its timeline. On June 1, 2016, Viable presented the Company with a waiver that permanently waived its rights under Section 3 – Redemption at Holder's Option of the Certificate of Designations of the Series M Preferred Stock.

 

Therefore, the Company reclassified the Series M Preferred Shares to permanent equity from temporary equity on June 1, 2016.

 

Viable, at its option, deviated from the stipulated payment schedules and purchased 200 Series M shares for $2,000,000 on August 31, 2015, and 150 Series M shares for $1,500,000 on April 22, 2016, which completed all of the payments required pursuant to the Agreement. The Series M dividends were payable at the Company's option in cash or common stock. Accordingly, after the reclassification of Series M from temporary equity to permeant equity the Company has continued to accrue the dividend as a charge to retained earnings and a credit to preferred stock Series M in permanent equity. Upon conversion of the remaining 591 Series M shares to common stock on August 7, 2018, the accrued dividends were forfeited and reversed to retained earnings as the Company does not have any further obligations for payment of such accrued dividends. At March 31, 2019 and June 30, 2018, the balance of cumulative dividends owed to the investor which is included in redemption value was $0 and $1,679,173, respectively.

 

On November 21, 2017, Viable exercised its right to convert three shares of its Series M Convertible Preferred Stock valued at $30,000 into 441,848 shares of restricted common stock. Subsequent to the conversion, Viable sold a total of 392,157 restricted common shares to three accredited investors in China and retained 49,691 restricted common shares for its portfolio. The underlying Series M Convertible Preferred Stock held by Viable was issued with a restrictive legend pursuant to Rule 144 because the shares were not registered. Any conversions to common stock would also be issued with a restrictive legend pursuant to Rule 144.

 

On April 18, 2017, Viable exercised its right to convert six shares of its Series M Convertible Preferred Stock valued at $60,000 into 883,696 shares of restricted common stock. Subsequent to the conversion, Viable sold a total of 872,787 restricted common shares to three accredited investors in China and retained 10,909 restricted common shares for its portfolio. The underlying Series M Convertible Preferred Stock held by Viable was issued with a restricted legend pursuant to Rule 144 because the shares were not registered. Any conversions to common stock would also be issued with a restricted legend pursuant to Rule 144.

 

On August 7, 2018, Viable converted its remaining 591 shares Series M Convertible Preferred Stock into 87,044,089 shares of restricted common stock.