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Re: BudFox1981 post# 2104

Sunday, 08/21/2016 4:40:25 PM

Sunday, August 21, 2016 4:40:25 PM

Post# of 8827
It would appear that GAWK is a personal piggy bank for the CEO with no appreciation for shareholders. I'm not sure how much further down he will take the shares. I imagine he can just keep issuing convertible debt that is at his and his lenders advantage and not in any way a benefit to the shareholders. I have written to the company about the share dilution and convertible debt without any response from the company. The amount of convertible debt the company has is staggering and appears to mean that the stock is just going to keep going down and I don't think Shareholders can do anything about it. It is really too bad because the company does seem to have a good and improving story.

From the recent Annual Financial Statement.

Change in fair value of derivative liabilities increased to $326,899 from $0 for the years ended January 31, 2016 and 2015, respectively. Our change in fair value of derivative liabilities increased due to the issuance of convertible notes payable.

Loss on issuance of stock increased to $2,956,954 from $0 for the years ended January 31, 2016 and 2015, respectively. Loss on issuance of stock increased due to the conversion of all deferred compensation to the CEO to preferred shares

On January 18, 2016, in connection with the acquisition of Connexum, the Company issued a $1,000,000 note to Net D which bears annual interest of 18%. The Company is required to make monthly principal and interest payments of $63,806 for a period of 18 months through August 1, 2017. The Company paid $25,000 in a good faith advance on January 27, 2016.

NOTE 9 – CONVERTIBLE NOTES PAYABLE

The Company had the following convertible notes payable outstanding as of January 31, 2016 and 2015:

January, 31, 2016

January, 31, 2015

Dated – August 22, 2014

$ 1,700,000

$ 1,800,000

Dated – July 31, 2015

65,000

-


Dated - August 12, 2015 and December 15, 2015

66,666

-


Dated - August 18, 2015

38,000

-


Dated - September 29, 2015

27,500

-


Dated - October 7, 2015

26,500

-


Dated - October 26, 2015

28,500

-


Dated - November 6, 2015

34,000

-


Dated - November 18, 2015

50,000

-


Dated - December 29, 2015

35,000

-


Dated - January 4, 2016

40,000

-


Dated - January 20, 2016

38,500

-


2,149,666

1,800,000


Less: debt discount and deferred financing fees

(204,427

)

(208,950

)


1,945,239

1,591,050


Less: current portion of convertible notes payable

1,934,932

(1,591,050

)


Long-term convertible notes payable

$

10,307

$

-

The Company recognized amortization expense related to the debt discount and deferred financing fees of $342,831 and $149,250 for the years ended January 31, 2016 and 2015, respectively, which are included in interest expense in the consolidated statements of operations and comprehensive income (loss).