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OBI - u do what you need to do . But NEVER say the Boys and Girls didn't warn you big fella. DILUTION is here - u are blind enough not to see it or feel it. We see and feel it. 10k 10k 10k. www.otcmarkets.com
u were warned- after the stock gets hammered after you learn of the damage you can get in the line and Thank us as well. But your pocket and your bank will hurt- your choice hotshot. Our boys and girls will be digging harder .
Our boys and Girls are so very excited to report what they find with the 10k - DILUTION DILUTION THEY TELL US THEY WILL SHOW MASSIVE DILUTION . Let's all wait to see everything else when they report.
COULD BE CLOSER TO 3 BILLION SHARES OUTSTANDING AFTER ALL OF THIS Current Liabilities:
Accounts payable and accrued liabilities $ 1,061,460 $ 899,685
Deferred revenue 267,145 —
Current maturities of long-term debt 190,439 184,585
Current portion of operating lease right-of-use liabilities 20,386 —
Lines of credit 173,661 253,219
Insurance notes payable 12,537 136,859
Total Current Liabilities 1,725,628 1,474,348
Non-current Liabilities
Due to related parties 242,000 230,250
Other non-current liabilities 503,750 703,750
Real estate note payable, net of current maturities 216,459 224,097
Operating lease right-of-use liabilities, net of current portion 46,868 —
Convertible notes payable, net of $94,865 and $49,241 in deferred loan costs 1,633,909
www.otcmarkets.com. STOP hiding - you know how many shares are outstanding. PUT IT OUT NOW. let the shareholders know ALL the DILUTION PUT IT OUT
Stock up on air- WAIT until. the 10k comes out so the boys and girls can uncover all the tricks . Hide or seek- we will find you. TOXIC bombs are coming. 3 billion shares are coming . Sellers come back in after mgmt lets them out then back to .001 . Or maybe they buy time like they did with EMA or AUCTUS? This dog has flees- our boys and girls can't wait . RAH RAH - enjoy your little time while you can. www.otcmarkets.com. Consultants not getting paid, Dr. Drew not getting his stock- so many goodies are boys and girls are so ready !
NOBU lists are being scrubbed as we talk. Our boys and Girls will remain busy until the 10k is out . STOP delaying and hiding - let RED see what has been done. DILUTION
COULD BE CLOSER TO 3 BILLION SHARES OUTSTANDING AFTER ALL OF THIS Current Liabilities:
Accounts payable and accrued liabilities $ 1,061,460 $ 899,685
Deferred revenue 267,145 —
Current maturities of long-term debt 190,439 184,585
Current portion of operating lease right-of-use liabilities 20,386 —
Lines of credit 173,661 253,219
Insurance notes payable 12,537 136,859
Total Current Liabilities 1,725,628 1,474,348
Non-current Liabilities
Due to related parties 242,000 230,250
Other non-current liabilities 503,750 703,750
Real estate note payable, net of current maturities 216,459 224,097
Operating lease right-of-use liabilities, net of current portion 46,868 —
Convertible notes payable, net of $94,865 and $49,241 in deferred loan costs 1,633,909
MASSIVE SELLING WILL OCCUR - OPEN UP RAH RAH www.otcmarkets.com - WOW WOW
https://dockets.justia.com/docket/new-york/nysdce/1:2018cv11897/506867. https://www.courtlistener.com/docket/8355962/auctus-fund-llc-v-redhawk-holdings-corp/. Jelly- What happened here? Do they still own all the TOXIC DEBT? Why wasn't Ema and Auctus filed? Why were they both excluded from not only 8k's but from any specific mention in the 10q's and K's? Why would such a massive dilution event not be disclosed? Why did the company get sued from both of them in the first place? What was the core of the lawsuit? Where was the settlement specifically disclosed? You as a shareholder don't care- really? We do and many shareholders do as well. This onion will get peeled back whether you or any other shareholders care or not. Too important- this is a public company. Transparency
10k 10k 10k - STOP HIDING DILUTION DILUTION DILUTION. EMA AUCTUS TOXIC. Our boys and Girls are so excited !!! RAH RAH RAH Keep buying . stock up on no volume- WAIT until the dilution begins
www.otcmarkets.com. Boys and Girls can't wait to see the OCT 1 number , and stop hiding the 10k - put it out so the shareholders can see all the goodies inside. TOXIC FINANCINGS ARE COMING OUT DAILY . 1.3 BILLION shares and counting . UBER- u are so correct. Jelly- Thanks for the heads up. HAWK- Open wide sweetheart - A hose of dilution is about to start .
On June 15, 2020, 963,651,157 shares of common stock, par value 0.001 per share, were outstanding. 337 MILL NEW SHARES IN THE LAST 3 months ! WOW UBER- u were so right here. 1.3 BILLION and the NEW share count comes out tomorrow for the past 15 days . MASSIVE DAILY DILUTION and they haven't started yet .
Did they limit conversions ? Is this another EMA or another Auctus? Did they change transfer Agents again? MASSIVE SELLING HASN'T STARTED YET . RED- OPEN wide - massive dilution is just around the corner .
10k 10k 10k- Our boys and girls are so excited to surgically extract all the goodies in the report. Goodies could be " New Interest Free Insider Financings", Exchange Agreements , Toxic financings, Dilution , Zonis, Ema, Auctus, Woundclot, "Specials", Centri, Preferred stock Exchanges, Receivables financings, Legal Compensation, 3a10 TRANSACTIONS, MArgins, 3rd party non proprietary sales, PPE margins, cash flow issues, Outstanding shares, Increase Authorized shares, Reverse stock splits , etc etc etc
Jelly - u might be smiling today but when the 10k comes out beware- This DOG has so many flees . Put the 10k out - STOP hiding EVery day you don't you expose yourselves and your board to massive litigation. Not giving Investors material information is cr......l let's just hope that's not the case or you will be using your own Centri machines... Wait- Where is Centri, Zonis, Woundclot , " Specials", and all the other nonsense. It doesn't exist does it. Let's see what the 10k says. What exists here is DILUTION and more Dilution- BILLIONS of shares coming . Again to all of you who thanked us at .012 you are certainly welcome. Our boys and girls will be ALL OVER every word in the 10k - NOT a (10q RED)
BILLIONS of shares coming - RAH RAH keep buying as the Company sells shares down your throats - OPEN up RED - all you can handle and more is coming.
SHOWTIME will be when the 10k is out . We will all see how money was raised and all the TOXIC financings . We will see who is responsible for billions of shares . 10k - NO HIDING = FULL TRANSPARENCY . All this time hiding the ball = its over . Every single word will be scrutinized= THIS IS a PUBLIC company= TRANSPARENCY . This BOD needs to be held responsible for all actions as well. NO 8k's = NO TRANSPARENCY. EMA , AUCTUS WHO will be the new ?
LOL. NO working capital - wake up. Every dollar they raise comes back down Shareholder's throats with more dilution. This company can't raise anything but EMA and AUCTUS money - TOXIC Money 3 billion shares here we come. Where is the 8k how they raised their most recent money? They never put out an 8k- trust the boys and girls are watching every move or not that this company does or doesn't do. THIS is not a private company.
COULD BE CLOSER TO 3 BILLION SHARES OUTSTANDING AFTER ALL OF THIS Current Liabilities:
Accounts payable and accrued liabilities $ 1,061,460 $ 899,685
Deferred revenue 267,145 —
Current maturities of long-term debt 190,439 184,585
Current portion of operating lease right-of-use liabilities 20,386 —
Lines of credit 173,661 253,219
Insurance notes payable 12,537 136,859
Total Current Liabilities 1,725,628 1,474,348
Non-current Liabilities
Due to related parties 242,000 230,250
Other non-current liabilities 503,750 703,750
Real estate note payable, net of current maturities 216,459 224,097
Operating lease right-of-use liabilities, net of current portion 46,868 —
Convertible notes payable, net of $94,865 and $49,241 in deferred loan costs 1,633,909
https://dockets.justia.com/docket/new-york/nysdce/1:2018cv11897/506867. https://www.courtlistener.com/docket/8355962/auctus-fund-llc-v-redhawk-holdings-corp/. Jelly- What happened here? Do they still own all the TOXIC DEBT? Why wasn't Ema and Auctus filed? Why were they both excluded from not only 8k's but from any specific mention in the 10q's and K's? Why would such a massive dilution event not be disclosed? Why did the company get sued from both of them in the first place? What was the core of the lawsuit? Where was the settlement specifically disclosed? You as a shareholder don't care- really? We do and many shareholders do as well. This onion will get peeled back whether you or any other shareholders care or not. Too important- this is a public company. Transparency
WHEN ALL PREFERREDS ARE CONVERTED THERE ARE OVER 1.5 BILLION SHARES OUTSTANDING - THIS NUMBER IS BEFORE ALL THE TOXIC DEBT CONVERTS - WE ARE VERY CLOSE TO 2 BILLION SHARES FULLY DILUTED - WOW. 2 BILLION Preferred stock, 5,000 authorized shares and 3,750 and 4,000 issued and outstanding at March 31, 2020 and June 30, 2019, respectively
5% Series A, 2,750 shares designated, $1,123 and $1,099 stated value, respectively, 2,750 issued and outstanding at March 31, 2020 and June 30, 2019 3,087,691 3,021,453
5% Series B, 1,250 shares designated, $1,228 and $1,183 stated value, respectively, and 1,000 issued and outstanding at March 31, 2020 and 1,250 issued and outstanding at June 30, 2019 1,227,964 1,479,039
Common Stock, par value of $0.001 per share, 2,000,000,000 authorized shares and 1,171,208,112 and 1,034,340,037 issued, respectively
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
KLUG G DARCY
(Last) (First) (Middle)
100 PETROLEUM DRIVE
SUITE 200
(Street)
LAFAYETTE LA 70508
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
RedHawk Holdings Corp. [ SNDD ] 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
CFO
3. Date of Earliest Transaction (Month/Day/Year)
07/31/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 660,000 D
Common Stock 07/31/2020 C 122,730,903(3) A (3)(4) 125,857,047 I by related individuals, trust and LLC(1)(5)
Common Stock 07/31/2020 C 124,849,365(3) A (3)(6) 250,706,412 I by related individuals, trust and LLC(2)(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock $0.015 07/31/2020 C 1,473(3) (4) (4) Common Stock (4) $0 19 I by LLC(5)
Series B Preferred Stock $0.01 07/31/2020 C 1,000(3) (6) (6) Common Stock (6) $0 0 I by LLC(5)
1. Name and Address of Reporting Person*
KLUG G DARCY
(Last) (First) (Middle)
100 PETROLEUM DRIVE
SUITE 200
(Street)
LAFAYETTE LA 70508
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Beechwood Properties, LLC
(Last) (First) (Middle)
219 CHEMIN METIARIE RD.
(Street)
YOUNGSVILLE LA 70592
(City) (State) (Zip)
Explanation of Responses:
1. After giving effect to conversion of the Series A Preferred (as defined below), the Common shares indirectly owned by Mr. Klug are held as follows: 2,350,000 shares are held by relatives, and 150,000 shares are held in the reporting person's trust. 123,357,047 shares are held by Beechwood, which is a greater than ten percent owner of the issuer and a second reporting person on this report. (See footnote 5 below.)
2. After giving effect to conversion of the Series A Preferred (as defined below) and the Series B Preferred (as defined below), the Common shares indirectly owned by Mr. Klug are held as follows: 2,350,000 shares are held by relatives, and 150,000 shares are held in the reporting person's trust. 248,206,412 shares are held by Beechwood, which is a greater than ten percent owner of the issuer and a second reporting person on this report. (See footnote 5 below.)
3. On July 31, 2020, 2020, the Reporting Person elected to (a) convert 1,473 shares of Series A Preferred stock (the "Series A Preferred") valued, on June 30, 2020, at approximately $1,133.81 per share of Series A Preferred, into 122,730,903 shares of Common Stock, and (b) convert 1,000 shares of Series B Preferred stock (the "Series B Preferred") valued, on June 30, 2020, at approximately $1,248.49 per share of Series B Preferred, into 124,849,365 shares of Common Stock.
4. Each share of Series A Preferred of the Issuer has an initial stated value of $1,000 and accrues dividends at a rate of 5.0% of the stated value per year. The Issuer has the option to pay dividends in cash or through an increase in the stated value. Each share of Series A Preferred is convertible into a number of the Issuer's common stock, par value $0.001 per share, equal to the stated value (as may be increased from time to time), divided by $0.001. The conversion rate is also adjusted upon certain stock dividends, stock splits and reclassifications. The Series A Preferred are convertible at any time following the six (6) month anniversary of the date of issuance, and from time to time thereafter at the option of the holder. There is no expiration date for the conversion of the Series A Preferred. The Series A Preferred were valued, on June 30, 2020, at approximately $1,133.81 per share.
5. These shares are owned directly by Beechwood Properties, LLC, a Louisiana limited liability company ("Beechwood") and a greater than ten percent owner of the issuer, and indirectly by G. Darcy Klug, as sole manager and sole member of Beechwood.
6. Each share of Series B Preferred stock (the "Series B Preferred") of the Company has an initial stated value of $1,000 and accrues dividends at a rate of 5.0% of the stated value per year. The Company has the option to pay dividends in cash or through an increase in the stated value. Each share of Series B Preferred is convertible into a number of the Company's common stock, par value $0.001 per share, equal to the stated value (as may be increased from time to time), divided by $0.01. The conversion rate is also adjusted upon certain stock dividends, stock splits and reclassifications. The Series B Preferred are convertible at any time following the six (6) month anniversary of the date of issuance, and from time to time thereafter at the option of the holder. There is no expiration date for the conversion of the Series B Preferred. The Series B Preferred were valued, on June 30, 2020, at approximately $1,248.49 per share.
/s/ G. Darcy Klug 08/13/2020
/s/ Beechwood Properties, LLC, by G. Darcy Klug, Manager 08/13/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
COULD BE CLOSER TO 3 BILLION SHARES OUTSTANDING AFTER ALL OF THIS Current Liabilities:
Accounts payable and accrued liabilities $ 1,061,460 $ 899,685
Deferred revenue 267,145 —
Current maturities of long-term debt 190,439 184,585
Current portion of operating lease right-of-use liabilities 20,386 —
Lines of credit 173,661 253,219
Insurance notes payable 12,537 136,859
Total Current Liabilities 1,725,628 1,474,348
Non-current Liabilities
Due to related parties 242,000 230,250
Other non-current liabilities 503,750 703,750
Real estate note payable, net of current maturities 216,459 224,097
Operating lease right-of-use liabilities, net of current portion 46,868 —
Convertible notes payable, net of $94,865 and $49,241 in deferred loan costs 1,633,909
https://dockets.justia.com/docket/new-york/nysdce/1:2018cv11897/506867. https://www.courtlistener.com/docket/8355962/auctus-fund-llc-v-redhawk-holdings-corp/. Jelly- What happened here? Do they still own all the TOXIC DEBT? Why wasn't Ema and Auctus filed? Why were they both excluded from not only 8k's but from any specific mention in the 10q's and K's? Why would such a massive dilution event not be disclosed? Why did the company get sued from both of them in the first place? What was the core of the lawsuit? Where was the settlement specifically disclosed? You as a shareholder don't care- really? We do and many shareholders do as well. This onion will get peeled back whether you or any other shareholders care or not. Too important- this is a public company. Transparency
WHEN ALL PREFERREDS ARE CONVERTED THERE ARE OVER 1.5 BILLION SHARES OUTSTANDING - THIS NUMBER IS BEFORE ALL THE TOXIC DEBT CONVERTS - WE ARE VERY CLOSE TO 2 BILLION SHARES FULLY DILUTED - WOW. 2 BILLION Preferred stock, 5,000 authorized shares and 3,750 and 4,000 issued and outstanding at March 31, 2020 and June 30, 2019, respectively
5% Series A, 2,750 shares designated, $1,123 and $1,099 stated value, respectively, 2,750 issued and outstanding at March 31, 2020 and June 30, 2019 3,087,691 3,021,453
5% Series B, 1,250 shares designated, $1,228 and $1,183 stated value, respectively, and 1,000 issued and outstanding at March 31, 2020 and 1,250 issued and outstanding at June 30, 2019 1,227,964 1,479,039
Common Stock, par value of $0.001 per share, 2,000,000,000 authorized shares and 1,171,208,112 and 1,034,340,037 issued, respectively
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
KLUG G DARCY
(Last) (First) (Middle)
100 PETROLEUM DRIVE
SUITE 200
(Street)
LAFAYETTE LA 70508
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
RedHawk Holdings Corp. [ SNDD ] 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
CFO
3. Date of Earliest Transaction (Month/Day/Year)
07/31/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 660,000 D
Common Stock 07/31/2020 C 122,730,903(3) A (3)(4) 125,857,047 I by related individuals, trust and LLC(1)(5)
Common Stock 07/31/2020 C 124,849,365(3) A (3)(6) 250,706,412 I by related individuals, trust and LLC(2)(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock $0.015 07/31/2020 C 1,473(3) (4) (4) Common Stock (4) $0 19 I by LLC(5)
Series B Preferred Stock $0.01 07/31/2020 C 1,000(3) (6) (6) Common Stock (6) $0 0 I by LLC(5)
1. Name and Address of Reporting Person*
KLUG G DARCY
(Last) (First) (Middle)
100 PETROLEUM DRIVE
SUITE 200
(Street)
LAFAYETTE LA 70508
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Beechwood Properties, LLC
(Last) (First) (Middle)
219 CHEMIN METIARIE RD.
(Street)
YOUNGSVILLE LA 70592
(City) (State) (Zip)
Explanation of Responses:
1. After giving effect to conversion of the Series A Preferred (as defined below), the Common shares indirectly owned by Mr. Klug are held as follows: 2,350,000 shares are held by relatives, and 150,000 shares are held in the reporting person's trust. 123,357,047 shares are held by Beechwood, which is a greater than ten percent owner of the issuer and a second reporting person on this report. (See footnote 5 below.)
2. After giving effect to conversion of the Series A Preferred (as defined below) and the Series B Preferred (as defined below), the Common shares indirectly owned by Mr. Klug are held as follows: 2,350,000 shares are held by relatives, and 150,000 shares are held in the reporting person's trust. 248,206,412 shares are held by Beechwood, which is a greater than ten percent owner of the issuer and a second reporting person on this report. (See footnote 5 below.)
3. On July 31, 2020, 2020, the Reporting Person elected to (a) convert 1,473 shares of Series A Preferred stock (the "Series A Preferred") valued, on June 30, 2020, at approximately $1,133.81 per share of Series A Preferred, into 122,730,903 shares of Common Stock, and (b) convert 1,000 shares of Series B Preferred stock (the "Series B Preferred") valued, on June 30, 2020, at approximately $1,248.49 per share of Series B Preferred, into 124,849,365 shares of Common Stock.
4. Each share of Series A Preferred of the Issuer has an initial stated value of $1,000 and accrues dividends at a rate of 5.0% of the stated value per year. The Issuer has the option to pay dividends in cash or through an increase in the stated value. Each share of Series A Preferred is convertible into a number of the Issuer's common stock, par value $0.001 per share, equal to the stated value (as may be increased from time to time), divided by $0.001. The conversion rate is also adjusted upon certain stock dividends, stock splits and reclassifications. The Series A Preferred are convertible at any time following the six (6) month anniversary of the date of issuance, and from time to time thereafter at the option of the holder. There is no expiration date for the conversion of the Series A Preferred. The Series A Preferred were valued, on June 30, 2020, at approximately $1,133.81 per share.
5. These shares are owned directly by Beechwood Properties, LLC, a Louisiana limited liability company ("Beechwood") and a greater than ten percent owner of the issuer, and indirectly by G. Darcy Klug, as sole manager and sole member of Beechwood.
6. Each share of Series B Preferred stock (the "Series B Preferred") of the Company has an initial stated value of $1,000 and accrues dividends at a rate of 5.0% of the stated value per year. The Company has the option to pay dividends in cash or through an increase in the stated value. Each share of Series B Preferred is convertible into a number of the Company's common stock, par value $0.001 per share, equal to the stated value (as may be increased from time to time), divided by $0.01. The conversion rate is also adjusted upon certain stock dividends, stock splits and reclassifications. The Series B Preferred are convertible at any time following the six (6) month anniversary of the date of issuance, and from time to time thereafter at the option of the holder. There is no expiration date for the conversion of the Series B Preferred. The Series B Preferred were valued, on June 30, 2020, at approximately $1,248.49 per share.
/s/ G. Darcy Klug 08/13/2020
/s/ Beechwood Properties, LLC, by G. Darcy Klug, Manager 08/13/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
If this Company tries to play games with the new converted stock from the prefs and further enrich themselves Shareholders will pounce. Shareholders are watching very closely. Put the 10k out . NO MORE DIRTY EXCHANGE AGREEMENTS .
What word in the "selling hasn't even started" do you not understand! Uber- Help these poor people. MASSIVE DILUTION OCCURING MASSIVE Jelly .001? or lower? Where is the 10k Jelly?
You should be crying only when you look at your portfolio . RAH RAH RAH. STOCK down 80% plus Uber and the selling really hasn't started yet . Let's hope the big buyers on this board haven't gone into hiding. 10k 10k 10k UBER- here comes more "Interest FREE LOANS" joke
UBER- HOW BAD IS THIS? During the fiscal year ended June 30, 2019, certain members of the board of directors and stockholders of the Company made $242,000 in interest free advances to the Company. The advances are convertible into shares of the Company’s common stock at rates ranging from $0.0024 to $0.0050 or 75,916,667 shares of common stock. During the quarter ended December 31, 2019, the Company received notice from the holders of $142,000 of these related parties of their intent to exercise their right to convert their advances into 55,916,667 shares of common stock. The conversion should be completed subsequent to the year ending June 30, 2020.
16
Beginning in the quarter ended March 31, 2017, certain members of management agreed to forgo management fees in consideration of the operating cash flow needs of the Company. There is not a set timeline to reinstitute such management fees. As of March 31, 2020 and June 30, 2019, $50,000 in such fees remain unpaid and are recorded in accounts payable and accrued liabilities in the accompanying consolidated balance sheets.
We entered into an office space lease in January 2020 with a company owned by a member of our Board of Directors. The lease is for a three-year term beginning April 1, 2020. The base annual rent is $25,830. In addition to the base rent, the Company will also pay a proportionate share of common area operating expenses. The Company has recorded operating right-of-use (ROU) assets and liabilities in the amount of $67,254 as of March 31, 2020 related to the lease. The ROU asset represents our right to use the asset for the lease term and the ROU liability represents our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized based on the present value of lease payments utilizing an interest rate based on a collateralized loan with the same term as the related lease.
7.
LONG-TERM DEBT, DEBENTURES AND LINES OF CREDIT
On November 12, 2015, we acquired certain commercial real estate from a related party that is an entity controlled by a stockholder and officer of the Company for $480,000 consisting of $75,000 of land costs and $405,000 of buildings and improvements. The purchase price was paid through the assumption by the Company of $265,000 of long-term bank indebtedness (which we refer to below as “Note”) plus the issuance of 215 shares of the Company’s newly designated Series A Preferred Stock. The purchase price also included the cost of specific security improvements requested by the lessee.
The Note is dated November 13, 2015 and has a principal amount of $265,000. Monthly payments under the Note are $1,962 including interest accruing at a rate of 5.95% per annum. The Note matures in June 2021 and is secured by the commercial real estate, guarantees by the Company and its real estate subsidiary and the personal guarantee of a stockholder who is also an officer of the Company.
In March 2016, we authorized the issuance of up to $1 million in principal amount of convertible promissory notes (which we refer to as the “Fixed Rate Convertible Notes”). The Fixed Rate Convertible Notes are secured by certain Company real estate holdings.
The 2016 Fixed Rate Convertible Notes mature on March 15, 2021, the fifth anniversary of the date of issuance and are convertible into shares of our common stock at a price of $0.015 per share. Interest accrues at a rate of 5% per annum and is payable semi-annually. The Company has the option to issue a notice of its intent to redeem, for cash, an amount equal to the sum of (a) 120% of the then outstanding principal balance, (b) accrued but unpaid interest and (c) all liquidated damages and other amounts due in respect of the Fixed Rate Convertible Notes. The Company may only issue the notice of its intent to redeem the Fixed Rate Convertible Notes if the trading average of the Company’s common stock equals or exceeds 300% of the conversion price during each of the five business days immediately preceding the date of the notice of intent to redeem. Holders of Fixed Rate Convertible Notes have the right to convert all or any portion of the Fixed Rate Convertible Notes at the conversion price at any time prior to redemption.
During the year ended June 30, 2019, concurrent with the execution of the Exchange Agreement more fully described in Note 9, holders of $515,247 aggregate principal amount of the Company’s 5% convertible promissory notes (“Notes”), including accrued interest, converted their Notes into 103,132,226 shares of Common Stock. During the nine month period ended March 31, 2020, $17,480 of Notes were converted by the holders into 1,165,314 shares of Common Stock. At March 31, 2020, there was one remaining 2016 Fixed Rate Convertible Note outstanding with principal and accrued interest of $61,037. This one remaining 2016 Fixed Rate Convertible Note (plus accrued interest) is convertible into our common stock at a conversion rate of $0.015 per share or 4,069,118 shares. During the nine month period ended March 31, 2020 and 2019, we paid-in-kind approximately $2,000 and $23,000, respectively, of interest on these convertible notes.
17
In August 2019, we authorized the issuance of up to $1.25 million in principal amount of new convertible promissory notes (which we refer to as the “2019 Fixed Rate Convertible Notes”). The 2019 Fixed Rate Convertible Notes are secured by certain Company real estate holdings. As of March 31, 2020, $832,000 of 2019 Fixed Rate Convertible Notes were outstanding.
The 2019 Fixed Rate Convertible Notes mature on the fifth anniversary of the date of issuance and are convertible into shares of our common stock at a price of $0.015 per share and include 25% warrant coverage at $0.01 per share (which we refer to as the “2019 Warrants”). Interest accrues at a rate of 7% per annum and is payable semi-annually. The Company has the option to issue a notice of its intent to redeem, for cash, an amount equal to the sum of (a) 120% of the then outstanding principal balance, (b) accrued but unpaid interest and (c) all liquidated damages and other amounts due in respect of the 2019 Fixed Rate Convertible Notes. The Company may only issue the notice of its intent to redeem the 2019 Fixed Rate Convertible Notes if the trading average of the Company’s common stock equals or exceeds 300% of the conversion price during each of the five business days immediately preceding the date of the notice of intent to redeem. The holder of the 2019 Fixed Rate Convertible Notes has the right to convert all or any portion of the 2019 Fixed Rate Convertible Notes at the conversion price at any time prior to redemption.
18
As of June 30, 2019, we had $256,500 of previously issued variable rate convertible notes outstanding (“Variable Rate Convertible Notes”). During the nine months ended March 31, 2020, we also issued $1,078,862 of convertible notes to third parties with variable conversion rates (“2019 Variable Rate Convertible Notes”). The 2019 Variable Rate Convertible Notes mature at various dates between September 2020 and June 2021. We received approximately, net of financing costs incurred, $960,000 in cash from the issuance of these notes. These 2019 Variable Rate Convertible Notes have interest accruing at rates ranging between 10% - 12%. These notes issued to third parties have a variable conversion rate based on the price of the Company’s common stock. None of the 2019 Variable Rate Convertible Notes have been converted into shares of common stock.
During the nine months ended March 31, 2020, we repaid $458,375 of Variable Rate Convertible Notes and 2019 Variable Rate Convertible Notes. Upon the retirement of these notes, the Company may also have to pay a prepayment amount in excess of the outstanding balance of principal and accrued interest. Such prepayment amounts totaled $129,338 for the nine months ended March 31, 2020 and have been recorded as a loss on extinguishment of debt in the accompanying consolidated statements of operations. $56,775 of these payments occurred during the six months ended December 31, 2019 and was previously recorded as interest expense; such amounts were reclassified to loss on extinguishment of debt in the quarter ended March 31, 2020. In the quarter ended September 30, 2019, we recognized a gain of $44,527 on the extinguishment of certain fixed rate convertible notes.
At March 31, 2020, $835,737 of the 2019 Variable Rate Convertible Notes were convertible into common stock beginning in the quarter ending June 30, 2020. Subsequent to March 31, 2020, we repaid outstanding principal amount of $335,000, plus accrued interest and prepayment penalties, under these 2019 Variable Rate Convertible Notes.
Certain of the 2019 Variable Rate Convertible Notes have maturity dates prior to March 31, 2021 and could be classified as a current liability. However, it is the Company’s expectation that we will either re-finance these convertible notes to longer terms, pay off such amounts with the proceeds of long-term financing, or permit a limited amount of conversions. Therefore, we have classified these notes as noncurrent. If we do not re-finance these convertible notes to longer terms, however, the holders of the convertible notes have the option to convert these notes into equity or hold the convertible notes to maturity.
During the year ended June 30, 2019, we issued $29,250 of convertible notes to our majority stockholder in exchange for 7,450,000 shares of our common stock.
In February 2018, we obtained a $100,000 line of credit from a bank. The line of credit was collateralized by a $100,000 certificate of deposit at the bank. The interest rate on the line of credit was 7.0% per annum. During the quarter ended March 31, 2020, proceeds from the certificate of deposit were used to repay the outstanding balance under the line of credit plus accrued interest.
On March 12, 2019, we obtained a $180,000 real estate loan from a financial institution. The note matured on April 1, 2020 and was extended to August 1, 2020. This real estate note is secured by certain real estate property and the personal guarantee of an officer and director of the Company. Interest only is payable monthly and accrues at an interest rate of 12%.
Beginning in the quarter ended June 30, 2019, we entered into a series of credit financing arrangements from financing institutions by pledging future accounts receivable. The proceeds from these credit agreements were used to pay the initial amount due under the Schreiber settlement agreement. As of June 30, 2019, we had drawn approximately $153,000 under these agreements. During the nine month period ended March 31, 2020, additional draws of approximately $116,000 occurred and payments of approximately $76,000 were made. As of March 31, 2020, approximately $174,000 remained outstanding on these loans.
If they miss they will have massive defaults and trip massive covenants on their toxic Financings ! these TOXIC deals will be and are crushing to the stock 80% down and counting . CRUSHING
Stock up on NO volume. STock down on Huge volume . put the 10k out already - stop hiding . DILUTION is here to stay . Sorry to tell that to the RAH RAH crowd. Will this Dog hunt? only the 10k will tellus. Uber- this selling has just begun. The boys and girls calculate millions of toxic shares coming.
RED- Your nightmares are only about to start with SNDD . 247 mill shares are in the OS and will never leave and either will all the toxic debt that will be converted and jammed down Shareholders throats . Fully diluted is the only number that counts and the 247 mill shares plus will not just disappear. lol . Thanks again for having us here - so many of you have thanked us for not letting them throw away money at .013 like some of you have done. TRANSPARENCY 10k will be the new document that will show EVERYTHING - No hiding the ball mgmt . 10k- put it out now . we all want it. STock down 80% . Keep the RAH RAH RED and Divest - again thanks and keep trying
During the fiscal year ended June 30, 2019, certain members of the board of directors and stockholders of the Company made $242,000 in interest free advances to the Company. The advances are convertible into shares of the Company’s common stock at rates ranging from $0.0024 to $0.0050 or 75,916,667 shares of common stock. During the quarter ended December 31, 2019, the Company received notice from the holders of $142,000 of these related parties of their intent to exercise their right to convert their advances into 55,916,667 shares of common stock. The conversion should be completed subsequent to the year ending June 30, 2020.
16
Beginning in the quarter ended March 31, 2017, certain members of management agreed to forgo management fees in consideration of the operating cash flow needs of the Company. There is not a set timeline to reinstitute such management fees. As of March 31, 2020 and June 30, 2019, $50,000 in such fees remain unpaid and are recorded in accounts payable and accrued liabilities in the accompanying consolidated balance sheets.
We entered into an office space lease in January 2020 with a company owned by a member of our Board of Directors. The lease is for a three-year term beginning April 1, 2020. The base annual rent is $25,830. In addition to the base rent, the Company will also pay a proportionate share of common area operating expenses. The Company has recorded operating right-of-use (ROU) assets and liabilities in the amount of $67,254 as of March 31, 2020 related to the lease. The ROU asset represents our right to use the asset for the lease term and the ROU liability represents our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized based on the present value of lease payments utilizing an interest rate based on a collateralized loan with the same term as the related lease.
7.
LONG-TERM DEBT, DEBENTURES AND LINES OF CREDIT
On November 12, 2015, we acquired certain commercial real estate from a related party that is an entity controlled by a stockholder and officer of the Company for $480,000 consisting of $75,000 of land costs and $405,000 of buildings and improvements. The purchase price was paid through the assumption by the Company of $265,000 of long-term bank indebtedness (which we refer to below as “Note”) plus the issuance of 215 shares of the Company’s newly designated Series A Preferred Stock. The purchase price also included the cost of specific security improvements requested by the lessee.
The Note is dated November 13, 2015 and has a principal amount of $265,000. Monthly payments under the Note are $1,962 including interest accruing at a rate of 5.95% per annum. The Note matures in June 2021 and is secured by the commercial real estate, guarantees by the Company and its real estate subsidiary and the personal guarantee of a stockholder who is also an officer of the Company.
In March 2016, we authorized the issuance of up to $1 million in principal amount of convertible promissory notes (which we refer to as the “Fixed Rate Convertible Notes”). The Fixed Rate Convertible Notes are secured by certain Company real estate holdings.
The 2016 Fixed Rate Convertible Notes mature on March 15, 2021, the fifth anniversary of the date of issuance and are convertible into shares of our common stock at a price of $0.015 per share. Interest accrues at a rate of 5% per annum and is payable semi-annually. The Company has the option to issue a notice of its intent to redeem, for cash, an amount equal to the sum of (a) 120% of the then outstanding principal balance, (b) accrued but unpaid interest and (c) all liquidated damages and other amounts due in respect of the Fixed Rate Convertible Notes. The Company may only issue the notice of its intent to redeem the Fixed Rate Convertible Notes if the trading average of the Company’s common stock equals or exceeds 300% of the conversion price during each of the five business days immediately preceding the date of the notice of intent to redeem. Holders of Fixed Rate Convertible Notes have the right to convert all or any portion of the Fixed Rate Convertible Notes at the conversion price at any time prior to redemption.
During the year ended June 30, 2019, concurrent with the execution of the Exchange Agreement more fully described in Note 9, holders of $515,247 aggregate principal amount of the Company’s 5% convertible promissory notes (“Notes”), including accrued interest, converted their Notes into 103,132,226 shares of Common Stock. During the nine month period ended March 31, 2020, $17,480 of Notes were converted by the holders into 1,165,314 shares of Common Stock. At March 31, 2020, there was one remaining 2016 Fixed Rate Convertible Note outstanding with principal and accrued interest of $61,037. This one remaining 2016 Fixed Rate Convertible Note (plus accrued interest) is convertible into our common stock at a conversion rate of $0.015 per share or 4,069,118 shares. During the nine month period ended March 31, 2020 and 2019, we paid-in-kind approximately $2,000 and $23,000, respectively, of interest on these convertible notes.
17
In August 2019, we authorized the issuance of up to $1.25 million in principal amount of new convertible promissory notes (which we refer to as the “2019 Fixed Rate Convertible Notes”). The 2019 Fixed Rate Convertible Notes are secured by certain Company real estate holdings. As of March 31, 2020, $832,000 of 2019 Fixed Rate Convertible Notes were outstanding.
The 2019 Fixed Rate Convertible Notes mature on the fifth anniversary of the date of issuance and are convertible into shares of our common stock at a price of $0.015 per share and include 25% warrant coverage at $0.01 per share (which we refer to as the “2019 Warrants”). Interest accrues at a rate of 7% per annum and is payable semi-annually. The Company has the option to issue a notice of its intent to redeem, for cash, an amount equal to the sum of (a) 120% of the then outstanding principal balance, (b) accrued but unpaid interest and (c) all liquidated damages and other amounts due in respect of the 2019 Fixed Rate Convertible Notes. The Company may only issue the notice of its intent to redeem the 2019 Fixed Rate Convertible Notes if the trading average of the Company’s common stock equals or exceeds 300% of the conversion price during each of the five business days immediately preceding the date of the notice of intent to redeem. The holder of the 2019 Fixed Rate Convertible Notes has the right to convert all or any portion of the 2019 Fixed Rate Convertible Notes at the conversion price at any time prior to redemption.
18
As of June 30, 2019, we had $256,500 of previously issued variable rate convertible notes outstanding (“Variable Rate Convertible Notes”). During the nine months ended March 31, 2020, we also issued $1,078,862 of convertible notes to third parties with variable conversion rates (“2019 Variable Rate Convertible Notes”). The 2019 Variable Rate Convertible Notes mature at various dates between September 2020 and June 2021. We received approximately, net of financing costs incurred, $960,000 in cash from the issuance of these notes. These 2019 Variable Rate Convertible Notes have interest accruing at rates ranging between 10% - 12%. These notes issued to third parties have a variable conversion rate based on the price of the Company’s common stock. None of the 2019 Variable Rate Convertible Notes have been converted into shares of common stock.
During the nine months ended March 31, 2020, we repaid $458,375 of Variable Rate Convertible Notes and 2019 Variable Rate Convertible Notes. Upon the retirement of these notes, the Company may also have to pay a prepayment amount in excess of the outstanding balance of principal and accrued interest. Such prepayment amounts totaled $129,338 for the nine months ended March 31, 2020 and have been recorded as a loss on extinguishment of debt in the accompanying consolidated statements of operations. $56,775 of these payments occurred during the six months ended December 31, 2019 and was previously recorded as interest expense; such amounts were reclassified to loss on extinguishment of debt in the quarter ended March 31, 2020. In the quarter ended September 30, 2019, we recognized a gain of $44,527 on the extinguishment of certain fixed rate convertible notes.
At March 31, 2020, $835,737 of the 2019 Variable Rate Convertible Notes were convertible into common stock beginning in the quarter ending June 30, 2020. Subsequent to March 31, 2020, we repaid outstanding principal amount of $335,000, plus accrued interest and prepayment penalties, under these 2019 Variable Rate Convertible Notes.
Certain of the 2019 Variable Rate Convertible Notes have maturity dates prior to March 31, 2021 and could be classified as a current liability. However, it is the Company’s expectation that we will either re-finance these convertible notes to longer terms, pay off such amounts with the proceeds of long-term financing, or permit a limited amount of conversions. Therefore, we have classified these notes as noncurrent. If we do not re-finance these convertible notes to longer terms, however, the holders of the convertible notes have the option to convert these notes into equity or hold the convertible notes to maturity.
During the year ended June 30, 2019, we issued $29,250 of convertible notes to our majority stockholder in exchange for 7,450,000 shares of our common stock.
In February 2018, we obtained a $100,000 line of credit from a bank. The line of credit was collateralized by a $100,000 certificate of deposit at the bank. The interest rate on the line of credit was 7.0% per annum. During the quarter ended March 31, 2020, proceeds from the certificate of deposit were used to repay the outstanding balance under the line of credit plus accrued interest.
On March 12, 2019, we obtained a $180,000 real estate loan from a financial institution. The note matured on April 1, 2020 and was extended to August 1, 2020. This real estate note is secured by certain real estate property and the personal guarantee of an officer and director of the Company. Interest only is payable monthly and accrues at an interest rate of 12%.
Beginning in the quarter ended June 30, 2019, we entered into a series of credit financing arrangements from financing institutions by pledging future accounts receivable. The proceeds from these credit agreements were used to pay the initial amount due under the Schreiber settlement agreement. As of June 30, 2019, we had drawn approximately $153,000 under these agreements. During the nine month period ended March 31, 2020, additional draws of approximately $116,000 occurred and payments of approximately $76,000 were made. As of March 31, 2020, approximately $174,000 remained outstanding on these loans.
" Interest Free Loans" =. Did the Company disclose it on the original 8k? If they disclosed the details there are no issues if not then yes you should turn them in. Massive dilution - question ?was it originally disclosed and did the shareholders know the potential dilution? Transparency = What all Shareholders deserve and demand.
During the fiscal year ended June 30, 2019, certain members of the board of directors and stockholders of the Company made $242,000 in interest free advances to the Company. The advances are convertible into shares of the Company’s common stock at rates ranging from $0.0024 to $0.0050 or 75,916,667 shares of common stock. During the quarter ended December 31, 2019, the Company received notice from the holders of $142,000 of these related parties of their intent to exercise their right to convert their advances into 55,916,667 shares of common stock. The conversion should be completed subsequent to the year ending June 30, 2020.
16
We entered into an office space lease in January 2020 with a company owned by a member of our Board of Directors. The lease is for a three-year term beginning April 1, 2020. The base annual rent is $25,830. In addition to the base rent, the Company will also pay a proportionate share of common area operating expenses. The Company has recorded operating right-of-use (ROU) assets and liabilities in the amount of $67,254 as of March 31, 2020 related to the lease. The ROU asset represents our right to use the asset for the lease term and the ROU liability represents our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized based on the present value of lease payments utilizing an interest rate based on a collateralized loan with the same term as the related lease.
7.
LONG-TERM DEBT, DEBENTURES AND LINES OF CREDIT
On November 12, 2015, we acquired certain commercial real estate from a related party that is an entity controlled by a stockholder and officer of the Company for $480,000 consisting of $75,000 of land costs and $405,000 of buildings and improvements. The purchase price was paid through the assumption by the Company of $265,000 of long-term bank indebtedness (which we refer to below as “Note”) plus the issuance of 215 shares of the Company’s newly designated Series A Preferred Stock. The purchase price also included the cost of specific security improvements requested by the lessee.
The Note is dated November 13, 2015 and has a principal amount of $265,000. Monthly payments under the Note are $1,962 including interest accruing at a rate of 5.95% per annum. The Note matures in June 2021 and is secured by the commercial real estate, guarantees by the Company and its real estate subsidiary and the personal guarantee of a stockholder who is also an officer of the Company.
In March 2016, we authorized the issuance of up to $1 million in principal amount of convertible promissory notes (which we refer to as the “Fixed Rate Convertible Notes”). The Fixed Rate Convertible Notes are secured by certain Company real estate holdings.
The 2016 Fixed Rate Convertible Notes mature on March 15, 2021, the fifth anniversary of the date of issuance and are convertible into shares of our common stock at a price of $0.015 per share. Interest accrues at a rate of 5% per annum and is payable semi-annually. The Company has the option to issue a notice of its intent to redeem, for cash, an amount equal to the sum of (a) 120% of the then outstanding principal balance, (b) accrued but unpaid interest and (c) all liquidated damages and other amounts due in respect of the Fixed Rate Convertible Notes. The Company may only issue the notice of its intent to redeem the Fixed Rate Convertible Notes if the trading average of the Company’s common stock equals or exceeds 300% of the conversion price during each of the five business days immediately preceding the date of the notice of intent to redeem. Holders of Fixed Rate Convertible Notes have the right to convert all or any portion of the Fixed Rate Convertible Notes at the conversion price at any time prior to redemption.
During the year ended June 30, 2019, concurrent with the execution of the Exchange Agreement more fully described in Note 9, holders of $515,247 aggregate principal amount of the Company’s 5% convertible promissory notes (“Notes”), including accrued interest, converted their Notes into 103,132,226 shares of Common Stock. During the nine month period ended March 31, 2020, $17,480 of Notes were converted by the holders into 1,165,314 shares of Common Stock. At March 31, 2020, there was one remaining 2016 Fixed Rate Convertible Note outstanding with principal and accrued interest of $61,037. This one remaining 2016 Fixed Rate Convertible Note (plus accrued interest) is convertible into our common stock at a conversion rate of $0.015 per share or 4,069,118 shares. During the nine month period ended March 31, 2020 and 2019, we paid-in-kind approximately $2,000 and $23,000, respectively, of interest on these convertible notes.
17
In August 2019, we authorized the issuance of up to $1.25 million in principal amount of new convertible promissory notes (which we refer to as the “2019 Fixed Rate Convertible Notes”). The 2019 Fixed Rate Convertible Notes are secured by certain Company real estate holdings. As of March 31, 2020, $832,000 of 2019 Fixed Rate Convertible Notes were outstanding.
The 2019 Fixed Rate Convertible Notes mature on the fifth anniversary of the date of issuance and are convertible into shares of our common stock at a price of $0.015 per share and include 25% warrant coverage at $0.01 per share (which we refer to as the “2019 Warrants”). Interest accrues at a rate of 7% per annum and is payable semi-annually. The Company has the option to issue a notice of its intent to redeem, for cash, an amount equal to the sum of (a) 120% of the then outstanding principal balance, (b) accrued but unpaid interest and (c) all liquidated damages and other amounts due in respect of the 2019 Fixed Rate Convertible Notes. The Company may only issue the notice of its intent to redeem the 2019 Fixed Rate Convertible Notes if the trading average of the Company’s common stock equals or exceeds 300% of the conversion price during each of the five business days immediately preceding the date of the notice of intent to redeem. The holder of the 2019 Fixed Rate Convertible Notes has the right to convert all or any portion of the 2019 Fixed Rate Convertible Notes at the conversion price at any time prior to redemption.
18
As of June 30, 2019, we had $256,500 of previously issued variable rate convertible notes outstanding (“Variable Rate Convertible Notes”). During the nine months ended March 31, 2020, we also issued $1,078,862 of convertible notes to third parties with variable conversion rates (“2019 Variable Rate Convertible Notes”). The 2019 Variable Rate Convertible Notes mature at various dates between September 2020 and June 2021. We received approximately, net of financing costs incurred, $960,000 in cash from the issuance of these notes. These 2019 Variable Rate Convertible Notes have interest accruing at rates ranging between 10% - 12%. These notes issued to third parties have a variable conversion rate based on the price of the Company’s common stock. None of the 2019 Variable Rate Convertible Notes have been converted into shares of common stock.
During the nine months ended March 31, 2020, we repaid $458,375 of Variable Rate Convertible Notes and 2019 Variable Rate Convertible Notes. Upon the retirement of these notes, the Company may also have to pay a prepayment amount in excess of the outstanding balance of principal and accrued interest. Such prepayment amounts totaled $129,338 for the nine months ended March 31, 2020 and have been recorded as a loss on extinguishment of debt in the accompanying consolidated statements of operations. $56,775 of these payments occurred during the six months ended December 31, 2019 and was previously recorded as interest expense; such amounts were reclassified to loss on extinguishment of debt in the quarter ended March 31, 2020. In the quarter ended September 30, 2019, we recognized a gain of $44,527 on the extinguishment of certain fixed rate convertible notes.
At March 31, 2020, $835,737 of the 2019 Variable Rate Convertible Notes were convertible into common stock beginning in the quarter ending June 30, 2020. Subsequent to March 31, 2020, we repaid outstanding principal amount of $335,000, plus accrued interest and prepayment penalties, under these 2019 Variable Rate Convertible Notes.
Certain of the 2019 Variable Rate Convertible Notes have maturity dates prior to March 31, 2021 and could be classified as a current liability. However, it is the Company’s expectation that we will either re-finance these convertible notes to longer terms, pay off such amounts with the proceeds of long-term financing, or permit a limited amount of conversions. Therefore, we have classified these notes as noncurrent. If we do not re-finance these convertible notes to longer terms, however, the holders of the convertible notes have the option to convert these notes into equity or hold the convertible notes to maturity.
During the year ended June 30, 2019, we issued $29,250 of convertible notes to our majority stockholder in exchange for 7,450,000 shares of our common stock.
In February 2018, we obtained a $100,000 line of credit from a bank. The line of credit was collateralized by a $100,000 certificate of deposit at the bank. The interest rate on the line of credit was 7.0% per annum. During the quarter ended March 31, 2020, proceeds from the certificate of deposit were used to repay the outstanding balance under the line of credit plus accrued interest.
On March 12, 2019, we obtained a $180,000 real estate loan from a financial institution. The note matured on April 1, 2020 and was extended to August 1, 2020. This real estate note is secured by certain real estate property and the personal guarantee of an officer and director of the Company. Interest only is payable monthly and accrues at an interest rate of 12%.
Beginning in the quarter ended June 30, 2019, we entered into a series of credit financing arrangements from financing institutions by pledging future accounts receivable. The proceeds from these credit agreements were used to pay the initial amount due under the Schreiber settlement agreement. As of June 30, 2019, we had drawn approximately $153,000 under these agreements. During the nine month period ended March 31, 2020, additional draws of approximately $116,000 occurred and payments of approximately $76,000 were made. As of March 31, 2020, approximately $174,000 remained outstanding on these loans.
80% down in 4 months - WOW. DILUTION DILUTION DILUTION 10k - put it out now
NO disclosure from company. NO 8k's as the COmpany does deals that buries the stock- No 8k's. Someone mentioned a derivative lawsuit - let's hope this gets fixed fast- all eyes watching . If it is material then put out an 8k - show the shareholders how you are financing this company. More Interest Free loans maybe?
Yes Jelly you are correct- The Company is selling - Think about a large hose down your throat and massive dilution coming out the other end. Here they come Jelly and they can't stop - DILUTION DILUTION. RAH RAH Wait until .001 and below DIVEST THINKS IT WILL BE HARD AFTER THE 10K=. WRONG. After the 10k the truth will come out and the hiding will be over . We will see more TOXIC deals much more
THank you again for all the kind words and encouragement - Yes we will keep digging and highly anticipate the new 10k . After all the remaining preferred stocks and toxic financings yes we are over 1.5 billion shares and will be approaching 2 billion shares shortly. Thank you again for the kind words- TRANSPARENCY Divest/RED - you both are welcome and thank you for encouraging our boys and girls ! May = .013. Today down 80% Now that is a fun time . For those of you who listened you are welcome. It's all in the financials - this mgmt has done TOXIC TOXIC deals. More selling coming. Jelly- Stay clear of the Hurricane until we see the Toxic boys winding down- Much more to come Jelly