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LMAO re "There is no dilution" No

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Drugdoctor Member Level  Sunday, 09/06/15 01:44:53 PM
Re: windough-shopper post# 2063
Post # of 2115 
LMAO re "There is no dilution" No - shame on you for posting such erroneous and misleading content...

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. 52,554,684 shares of common stock are outstanding as of January 8, 2015.

https://www.sec.gov/Archives/edgar/data/1099728/000155335015000145/sibe_10q.htm

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. 202,509,293 shares of common stock are outstanding as of June 25, 2015.

https://www.sec.gov/Archives/edgar/data/1099728/000155335015000679/sibe_10q.htm

WHAT DO YOU CALL 150 MILLION SHARES in 6 months??? I call it DILUTION...

LOL LOL - now we understand why this may hit sub-penny as all those shares have nowhere to go except for the sellers of those 150 million shares to hit the BIDS.

Common Stock

During the nine months ended March 31, 2015, the Company issued the following shares of Common Stock:

The Company issued 1,613,056 shares of common stock pursuant to consulting and services agreements. The stock issued was fair valued at prices ranging from $.12 to $.18 per share for a total fair value of $210,400.

The Company issued 900,000 shares of common stock in accordance with the Company’s Board of Directors’ compensation policy and for the services of a Board appointed committee. The stock issued was fair valued at $.144 per share for a total fair value of $129,600, which will be expensed quarterly during the year ended June 30, 2015.



15

SIBLING GROUP HOLDINGS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2015 AND JUNE 30, 2014
(Unaudited)


The Company issued 4,200,000 shares of common stock for compensation to officers and employees. The stock issued was fair valued at $.144 per share for a total fair value of $604,800.

The Company issued 8,333 shares of common stock in conversion of outstanding debts. The stock issued was fair valued at $.12 per share for a total value of $1,000.

The Company issued 2,478,333 shares of common stock pursuant to consulting and services agreements. The stock issued was fair valued at prices ranging from $.125 to $.20 per share for a total value of $387,087.

The Company issued 125,000 shares of common stock in connection with a private placement financing. The stock issued was fair valued at $.149 per share for a total value of $18,645.

The Company issued 111,710 shares of common stock in conversion of outstanding debts. The stock issued was fair valued at $.1298 per share for a total value of $14,500.

The Company issued 5,057,143 shares of common stock pursuant to consulting and services agreements. The stock issued was fair valued at prices ranging from $.07 to $.096 per share for a total value of $369,600.

The Company sold 53,571,429 units, which consisted of 53,571,429 shares of common stock and 99,000,001 warrants exercisable at varying exercise prices. The stock sold was at $.07 per share for proceeds of $3,250,000. There were no stipulations, conditions or requirements under the sale. Exclusive of shares and warrants issued in lieu of fees, the costs of this equity raise was $469,000.

The Company sold 1,428,571 units, which consisted of 1,428,571 shares of common stock and 1,428,571 warrants exercisable at $0.10 a share. The stock sold was at $.07 per share for proceeds of $100,000. There were no stipulations, conditions or requirements under the sale.

The Company issued 78,616 shares of common stock pursuant to an advisory fee agreement in connection with a private placement financing agreement. The stock issued was fair valued at $.159 per share for a total value of $12,500.

The Company issued 10,500,000 shares of its common stock pursuant to the Share Exchange Agreement with Urban Planet. The stock issued was fair valued at $.0962 per share for a total value of $1,010,100.

Preferred Stock

The Company issued 500,000 shares of its preferred stock pursuant to the Share Exchange Agreement with Urban Planet. Each share of preferred stock issued to the former Urban Planet shareholders is convertible by the holder (1) at any time after 24 months after the original issue date or (2) at any time after delivery of notice by the Company of the occurrence of certain conversion events set forth in the certificate of designation establishing the preferred stock into that number of shares of common stock determined by dividing the stated value of such shares of preferred stock, which is $10.00 per preferred share, by the conversion price. The conversion price of the preferred stock is $0.50, subject to adjustment as stated in the certificate of designation. The shares were fair valued at $.0962 per share, calculated at the conversion rate of 20 shares of common stock for each share of preferred converted. The total estimated fair value of the preferred stock issued was $962,000 based on an as converted basis for the acquisition of Urban Planet.


Note 9 – Commitments and Contingencies

On October 17, 2014, the Company entered into a one-year consulting agreement whereby the consultant was paid with 300,000 shares of the Company’s common stock.

On November 1, 2014 the Company entered into an eight-month consulting agreement, ending June 30, 2015, whereby the consultant was paid with 70,000 shares of the Company’s common stock and cash payments aggregating a total of $6,000.

On November 7, 2014, the Company entered into a three-month consulting agreement, ending January 31, 2015, whereby the consultant was paid with 100,000 shares of the Company’s common stock.

On December 10, 2014, the Company entered into a one-year consulting agreement whereby the consultant was paid with 100,000 shares of the Company’s common stock.

On December 17, 2014, the Company entered into a one-year consulting agreement whereby the consultant was paid with 1,250,000 shares of the Company’s common stock.

On December 30, 2014, the Company entered into a one-year consulting agreement whereby the consultant would be paid with 1,600,000 shares of the Company’s common stock and cash payments of $10,000 per month. No cash payments have been made, and although the shares were authorized, they have not been issued as the Company is disputing the validity of the agreement.

On January 29, 2015, the Company entered into a six-month consulting agreement, ending July 31, 2015, whereby the consultant was paid with 600,000 shares of the Company’s common stock and cash payments aggregating a total of $21,000.

On March 16, 2015, the Company entered into a two-month consulting agreement, with a month-to-month extension until terminated by either party, whereby the consultant would cash payments of $10,000 per month.

On March 23, 2015, the Company entered into a four-month consulting agreement, ending July 31, 2015, whereby the consultant would receive cash payments for work performed on an hourly basis, ranging from $1,650 to $4,875 per month.


17

SIBLING GROUP HOLDINGS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2015 AND JUNE 30, 2014
(Unaudited)


On March 30, 2015, the Company entered into a one-year consulting agreement where the consultant would receive cash payments on an hourly basis, ranging from $14,000 to $15,000 per month. The Company provided a 30-day notice on May 29, 2015 to terminate the contract, which will terminate on June 30, 2015.

The Company rents its office space unit on a month to month basis in Durham, North Carolina. The Company provided a 90-day notice on May 29, 2015 that it would not be renewing the lease. The Company’s obligation will end on August 31, 2015. Rent expense for the nine months ended March 31, 2015 and June 30, 2014 was $19,056 and $18,000, respectively.

Note 10 – Subsequent Events

The Company issued a total of 72,857,143 shares of its common stock in exchange for an aggregate purchase price of $5,526,966 after the April 6, 2015 exercise by Shenzhen of certain warrants acquired pursuant to the Securities Purchase Agreement. 42,857,143 of the shares were issued at a price per share of $.07 in connection with the exercise of the A Warrants; and the remaining 30,000,000 shares were issued at a price per share of $0.0842322 in connection with the partial exercise of the B Warrants.

Effective April 6, 2015, the Company issued a total of 6,061,707 shares of its common stock pursuant to an advisory fee agreement with V3 Capital Partners, LLC as a direct result of the April equity raise. The price per share ranged from $0.07 to $0.0842322 for a total value of $460,084.

The Company had reserved 2,000,000 shares of its common stock for compensation to Urban Planet employees and vendors pursuant to the Share Exchange Agreement with Urban Planet. These shares were issued on May 26, 2015, at a price per share of $0.0962 for a total value of $192,400.

Effective as of May 12, 2015, Brian OliverSmith was removed from the Board of Directors of the Company. On May 13, 2015, the Company informed Mr. OliverSmith of the intent to terminate his employment as the Company’s Chief Executive Officer to be effective as of July 12, 2015 in accordance with the terms of his employment agreement. On June 18, 2015, the Company and Mr. OliverSmith entered into a Severance and Mutual Release Agreement (the “Severance Agreement”) pursuant to which Mr. OliverSmith resigned as Chief Executive Officer effective as of June 22, 2015. The Severance Agreement provides that in connection with Mr. OliverSmith’s resignation, the Company will pay to Mr. OliverSmith a cash payment equal to $225,000, which includes the payment of amounts due to Mr. OliverSmith’s spouse for the settlement of debt and deferred compensation in addition to the severance amount paid to Mr. OliverSmith. The Severance Agreement contains a mutual release of claims by the Company and Mr. OliverSmith and the reaffirmation of Mr. OliverSmith’s non-competition, non-solicitation and non-disparagement obligations included in his employment agreement with the Company. The Severance Agreement supersedes all prior agreements between the Company and Mr. OliverSmith with respect to his compensation upon termination, including Mr. OliverSmith’s employment agreement.


https://www.sec.gov/Archives/edgar/data/1099728/000155335015000679/sibe_10q.htm



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