Quarterly report pursuant to Section 13 or 15(d)

Note 4 - Related Party Debt Agreements

v3.6.0.2
Note 4 - Related Party Debt Agreements
6 Months Ended
Dec. 31, 2016
Notes to Financial Statements  
Related Party Debt Agreement Disclosure [Text Block]
NOTE
4
- RELATED PARTY DEBT AGREEMENTS
 
Between
October
2011
and
September
2012,
the Company entered into
three
debt agreement with Esenjay Investments, LLC (“Esenjay”). Esenjay is deemed to be a related party as Mr. Michael Johnson, the beneficial owner and director of Esenjay is a current member of our board of directors and a major shareholder of the Company (owning approximately
64%
of our outstanding common shares as of
December
31,
2016).
The
three
debt agreements consisted of a Bridge Loan Promissory Note, a Secondary Revolving Promissory Note and an Unrestricted Line of Credit (collectively, the “Loan Agreements”). On
December
31,
2015,
the Bridge Loan Promissory Note and the Secondary Revolving Promissory Note expired leaving the Unrestricted Line of Credit.
 
The Unrestricted Line of Credit, bearing an interest rate of
6%
per annum, has since been amended resulting in an increase in the maximum borrowing amount from
$2,000,000
to
$3,500,000,
a reduction in the conversion rate of
$0.30
to
$0.06
per share, and an extension of the maturity date from
December
31,
2015
to
January
31,
2018.
 The change in the conversion rate took place on
December
29,
2015
and resulted in an estimated change in fair value of the conversion price of
$310,000.
This change in fair value was recorded as a deferred financing cost on
December
29,
2016
and was amortized over the then remaining
seven
-month term of the Unrestricted Line of Credit. The deferred financing cost totaled
$0
and
$44,000
on
December
31,
2016
and
June
30,
2016,
respectively. During the
six
months ended
December
31,
2016,
we recorded
$44,000
of deferred financing amortization costs, which is included in interest expense in the accompanying condensed consolidated statements of operations.
 
Between
July
1,
2014
and
December
31,
2016,
we borrowed an aggregate of
$6,075,000
pursuant to these various debt agreements with Esenjay. On
September
3,
2015,
we entered into a Loan Conversion Agreement with Esenjay, as amended on
October
6,
2015
and
November
13,
2015,
pursuant to which we issued
51,171,025
shares of our common stock (based on
$0.04
per share) in exchange for the cancellation of
$2,000,000
outstanding under the Loan Agreements, plus
$46,841
in accrued interest. In conjunction with our then outstanding private placement (see Note
6)
between
April
1,
2016
and
August
31,
2016,
$1,750,000
of the outstanding debt under the Unrestricted Line of Credit was settled via the issuance of
43,750,000
shares of our common stock.
 
As of
December
31,
2016,
the outstanding principal balance of the Unrestricted Line of Credit was
$2,325,000
resulting in
$1,175,000
available for future draws. Borrowings under the Unrestricted Line of Credit are subject to pre-approval by Esenjay which has no obligation to loan additional funds. During the
three
and
six
months ended
December
31,
2016,
the Company recorded approximately
$22,000
and
$38,000
of interest expense related to the Unrestricted Line of Credit, respectively.
  During the
three
and
six
months ended
December
31,
2015,
the Company recorded approximately
$17,000
and
$37,000
of interest expense related to the Unrestricted Line of Credit, respectively.  Subsequent to
December
31,
2016,
we have borrowed an additional
$500,000
under the Unrestricted Line of Credit (see Note
12).