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v2.4.0.6
Note 8- Subsequent Events
3 Months Ended
Sep. 30, 2011
Notes  
Note 8- Subsequent Events

Note 8-   SUBSEQUENT EVENTS

 

a) Share Purchase Agreement

 

On April 19, 2012 the Company entered into a share purchase agreement, with Ukabobs LLC (doing business as iMobile Interactive) (“Ukabobs”), a New Jersey limited liability company and the selling equity members of Ukabobs (the "Selling Members"), to acquire from the Selling Members, 100% of their outstanding ownership interest in Ukabobs.

 

As consideration for this purchase, the Company has agreed to pay a cash purchase price of $300,000 and to issue 8,800,000 shares of its common stock on closing, subject to certain conditions being met.

 

To date these conditions have not been met and the transaction has not yet been completed.

b) Patent License Agreement

On September 19, 2012 the Company entered into a patent license agreement with Assured Mobile Technologies LLC., a Nevada limited liability corporation (“Assured”). Pursuant to the license agreement the Company acquired a 20 year, exclusive worldwide license to exploit the patented technology entitled "A System and Method for Verifying a User's Identity in Electronic Transactions." The patented verification technology is an electronic method and system for verifying the identity of a user by a verifier in the course of an electronic transaction.

In consideration of the license agreement, the Company has agreed to pay to Assured aggregate cash payment of $300,000, payable as follows:

i) $100 upon execution of the license agreement;

ii) $10,000 by March 19, 2013 (extended date);

iii) $40,000 by March 19, 2013; and

iv) $249,900 by September 19, 2013.

 

As additional consideration, the Company will issue to Assured 8,500,000 common shares in its capital stock within 30 days of September 19, 2012 (the “effective date”). This license will also be subject to a royalty payable to Assured equal to 2.5% of any gross sales made by the Company in respect of the technology.

 

By a license agreement amendment dated October 17, 2012, the Company and Assured mutually agreed to extend the effective date 90 days, or earlier if mutually agreed upon, from the date of the original agreement of September 19, 2012.

 

c) Consulting Agreement – Micro-Teck Consulting, Inc.

 

Effective July 15, 2012 the Company entered into a consulting agreement with Micro-Teck Consulting, Inc. a New Jersey corporation (the "Consultant"), whereby the Consultant is to provide certain services to the Company as Executive Director Mobile Applications. These services consist generally of supporting the Company in respect of advising, development and maintenance of the Company’s proprietary software as well as installation and training.

 

For all services rendered by the Consultant to the Company under this Agreement or otherwise, the Company will compensate the Consultant as follows:

 

i) Subject to the terms and conditions of the Company’s stock option agreement, the Company will grant to the Consultant the option to purchase 300,000 shares of common stock of the Company, with an exercise price of $0.25 per share (the “Option”).  The Option will vest with respect to 75,000 shares when the Consultant completes each additional three-month period of continuous service thereafter, such that all of the shares will completely vest 12 months from the vesting commencement date.

 

These options will only be granted should the Consultant complete the successful development, testing and deployment of the initial mobile application development project as prescribed by the Company at the time of the exercise. Should this agreement with the Consultant be terminated, only those options allotted to the Consultant as of the termination date as per the quarterly vesting schedule, will be considered vested. Following the termination date of the Consultant’s contractual relationship with the Company, the Consultant will have 60 days in which to exercise the vested options. 

 

ii) The Company will grant to the Consultant 75,000 shares of the Company’s common stock.  The Shares will be held in escrow, and will be released completely after the successful development, testing and deployment of the initial mobile application development project, as prescribed by the Company.

 

iii)  The Company agrees to award additional stock options to Consultant for each mobile application development project agreed upon by Company and the Consultant.  The amount of the stock option award will be mutually agreed upon by the Company and the Consultant prior to the start of project development efforts.  The price of the additional stock option award will be at 40% of the market price at the time of the award.  iv) The Company will pay to the Consultant 2.5% percent of revenue generated for the products/services delivered by the Consultant, which will be applied to the purchase of options on a quarterly basis.  After all options have been paid in full, said quarterly payments will be made directly to the Consultant.

 

v) The Company will pay the Consultant $2,000 per month to cover expenses, including travel and accommodation.

 

To date, the Company has not issued any options and shares relating to this agreement.

 

d) Consulting Agreements – Other

 

On October 19, 2012, the Company signed two invoice and professional services agreements with two individuals for equity investment consulting services. As compensation, the initial fee for expenses for these services will be in the form of an aggregate of 1,200,000 shares of common stock of the Company, by way of stock options and or warrants, exercisable for 18 months at $0.30 per share.

 

To date, the Company has not issued any shares relating to this agreement.

e) Issuance of Units

During the months of April, November and December, 2012, under private placement subscription agreements, the Company accepted five subscription agreements to issue 1,750,000 units to four investors, at $0.10 per unit, for total proceeds of $175,000. Each unit consists of one common share in the capital of the Company and one common share purchase warrant.  Each warrant entitles the holder to purchase one common share in the capital stock of the Issuer. The warrants are exercisable for 18 months at $0.30 per share.