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Commitments
9 Months Ended
Mar. 31, 2019
Commitments and Contingencies Disclosure [Abstract]  
Commitments

4. COMMITMENTS

 

Judgement Settlement Agreement

 

The Company entered into a “Judgment Settlement Agreement” to satisfy in full the Forbearance Agreement with Fife discussed above, effective December 10, 2018, by and between John M. Fife, an individual (“Lender”), and mPhase Technologies, Inc; The Company plans to satisfy this agreement in full by completing payments to Mr. Fife of $15,000 per month through January 15, 2020 plus a balloon payment of $195,000 on such date. As of the date hereof, the Company has made $45,000 in payments, of which $28,004 was applied to principal and $16,906 has been applied to interest. The Company has reverted to the long term-obligation and is required to the amounts set-forth above.

 

Contracts and Commitments Executed Pursuant to the Transition Agreement:

 

In the transaction whereby, Mr. Bhatnagar acquired control of the Company on January 11, 2019, the Company entered into material commitments including;

 

-Significant Terms of Contracts and Commitments Pursuant to the Transition Agreement:

 

Employment Agreement

 

Under the terms of the Employment Agreement, Mr. Bhatnagar will receive a base salary of $275,000 per annum for a period of five (5) years. As initial compensation, Mr. Bhatnagar received restricted shares of Common Stock (“Signing Shares”), in January 2019, of the Company equal to 13,109,494,031 pre-split Shares or approximately 20%, of the number of pre-split shares or 2,621,899 shares of common stock (adjusted for the reverse split described in Note 3) of our Common Stock outstanding, (after giving effect to the shares reserved under the agreements), on January 11, 2011.

 

Warrant (s) and Warrant C–p -

 

Earned Warrants - Mr. Bhatnagar shall be entitled to receive warrants to acquire 4% of the outstanding fully diluted common stock of the Company (the “Earned Warrants”) each time the Company’s revenue increases by $1,000,000. The exercise price of the Earned Warrants shall be equal to $.50/share (adjusted for the reverse split) and he may not receive shares whereby Signing Shares and Earned Warrants exceed 80% of the fully diluted common stock of the Company (“Warrant Cap”).

 

Accelerated Warrants – Mr. Bhatnagar shall immediately receive the remaining amount of warrants necessary to acquire up to 80% of the outstanding fully diluted common stock of the Company (“Accelerated Warrants”) when either:

 

  a. - The Company completes a stock or asset purchase of Scepter Commodities LLC or
     
  b. - a stock or asset purchase of any other entity, either of which, in the aggregate, together with prior revenue increases achieved by the Company, shall result in the consolidated revenues of the Company being not less than $15,000,000 or
     
  c. - grows a similar business organically in mPhase to include contracts generating revenues in excess of $15,000,000 or
     
  d. - The Company meets the listing requirement of either the NYSE or NASDAQ.

 

Board and Managements Transition Period Operational Guidelines:

 

The Transition Agreement provides for changes in the Board of Directors of the Company and the authorization of a new class of Preferred Stock. Bhatnagar was issued one thousand (1,000) shares of the Company’s recently created new class of Series A Preferred Stock to effectuate voting control of the Company on January 11, 2019.

 

The Company agreed to finalize undertakings already in process to extinguish specific debts and settle or reduce other liabilities outstanding on December 31, 2018, within six (6) months. The result of our settlements, when finalized, will be evaluated and to the extent that a portion of the liabilities have not been satisfied by the Company Mr. Bhatnagar will be entitled to additional warrants to purchase stock in the Company.

  

Purchase Commitment

 

Subsequent to March 31, 2019 the Company committed to acquire the rights, software and code to the technology platform which is expected be utilized by the Travel Buddhi division in India, for $115,000 and is expected to be put into use during the quarter ending June 30, 2019