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Interest only is payable through February 2015 ; thereafter , principal is payable evenly for 48 months through maturity , February 2019 .
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The $ 4.0 million notes are voluntarily convertible into common stock after December 31 , 2014 at a conversion ratio of $ 2 per share of our common stock .
{'DebtInstrumentFaceAmount': ['4.0'], 'DebtInstrumentConvertibleConversionPrice1': ['2']}
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In March 2015 , Calpian Residual Acquisition , LLC issued $ 175,000 senior promissory notes with separate investors and accrue interest at an annual rate of 8 % , payable monthly in arrears .
{'DebtInstrumentFaceAmount': ['175,000'], 'DebtInstrumentInterestRateStatedPercentage': ['8']}
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Interest only is payable through March 2016 ; thereafter , principal is payable evenly for 48 months through maturity , March 2020 .
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These notes have a maturity date of December 31 , 2016 with an annual interest rate of 12 % .
{'DebtInstrumentInterestRateStatedPercentage': ['12']}
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See note 17 - Sale of U.S. Operations .
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Subordinated Notes Payable The Company ’ s subordinated debt has been issued pursuant to a $ 3 million Subordinated Debt Offering and a separate $ 2 million Subordinated Debt Offering .
{'DebtInstrumentFaceAmount': ['3', '2']}
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Each offering is exempt from registration under Rule 506 of Regulation D of the Securities and Exchange Commission ( “ SEC ” ) , as described in the Current Reports on Form 8-K filed on January 6 , 2011 and August 10 , 2012 .
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The notes bear interest at a rate of 12 % annually paid monthly in arrears .
{'DebtInstrumentInterestRateStatedPercentage': ['12']}
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On December 30 , 2014 , the Company amended the subordinated notes payable to extend the maturity to December 31 , 2016 .
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In consideration for the maturity extension , the notes were amended to add a conversion feature , which gives the note holder the option to convert the notes at a price equal to $ 1.00 per share of common stock .
{'DebtInstrumentConvertibleConversionPrice1': ['1.00']}
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Furthermore , the Company has the option , upon three day prior written notice , to require the note holders to convert the outstanding principal of the note into common stock if the share price equals or exceeds $ 2.00 in any ninety ( 90 ) day trading period .
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37 Table of Contents The Company also granted the note holders a warrant to purchase 200,000 shares of common stock for every $ 1,000,000 of outstanding principal at the time of the amendment .
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The modification date discount value is amortized over the remaining term of the modified debt , resulting in an effective interest rate of 16.75 % .
{'DebtInstrumentInterestRateEffectivePercentage': ['16.75']}
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In March 2016 , the Company extended the maturity date on its remaining subordinated debt from December 31 , 2016 to December 31 , 2017 .
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1,000,000 of these warrants were subsequently canceled prior to year - end and reissued with an extended maturity date .
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See note 15 : Related Parties for additional details .
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Convertible Promissory Note Effective September 17 , 2015 , the Company entered into a Loan and Security Agreement with Hall Phoenix / Inwood , Ltd. , a Texas limited partnership ( “ Hall ” ) , whereby the Company received $ 2,000,000 , and issued a convertible promissory note ( the “ Hall Note ” ) secured by all the assets of the Company and accrues interest at an annual rate of 10 % and a maturity date of September 16 , 2016 .
{'DebtInstrumentFaceAmount': ['2,000,000'], 'DebtInstrumentInterestRateStatedPercentage': ['10']}
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Pursuant to the Agreement , Hall has the option to convert outstanding principal and unpaid accrued interest of the Note at a price per share equal to the lower of ( a ) $ 0.60 or ( b ) 85 % of the average volume weighted price of the Company ’ s common stock for the ten trading days preceding the date on which Hall gives written notice of conversion to the Company .
{'DebtInstrumentConvertibleConversionPrice1': ['0.60']}
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Notes Payable and Promissory Notes In October 2015 , the Company received $ 6,000,000 from various investors as part of a debt subscription agreement , which was specific to facilitating the sale of the Company 's U.S. Operations .
{'DebtInstrumentFaceAmount': ['6,000,000']}
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In April 2016 , and as part of the Company 's settlement agreement with the buyer of its U.S. Operations , the Company issued two new promissory notes , First , $ 727,285 , of which $ 720,084 was the note balance included in the Asset Purchase Agreement , with the remaining balance as subsequent interest incurred .
{'DebtInstrumentFaceAmount': ['727,285', '720,084']}
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This note possessed an interest rate of 12 % per annum payable monthly , matures on December 31 , 2017 .
{'DebtInstrumentInterestRateStatedPercentage': ['12']}
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Second , the Company issued the buyer a $ 675,000 note in exchange for the buyer waiving any claims for breach of the Purchase Agreement between the buyer and the Company .
{'DebtInstrumentFaceAmount': ['675,000']}
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Additionally , the Company escrowed 2,000,000 shares of its common stock as a guarantee of repayment for the $ 675,000 note .
{'DebtInstrumentFaceAmount': ['675,000']}
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Lastly , the Company issued three notes totaling $ 546,440 , which represented the remaining outstanding debt of CRA that was not included as part of the sale of U.S. Operations at March 31 , 2016 .
{'LongTermDebt': ['546,440']}
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These loans have a maturity date of December 31 , 2016 .
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India Office Building Mortgage In May 2014 , My Mobile Payments Limited obtained a $ 2,254,500 loan with Union Bank of India to purchase an office building to be used as its headquarters .
{'DebtInstrumentFaceAmount': ['2,254,500']}
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The loan was interest only for the first six months at the rate of 16 % per annum .
{'DebtInstrumentInterestRateStatedPercentage': ['16']}
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Thereafter , the interest rate is 15 % per annum , and principal and interest payments are to be made in 26 equal quarterly payments .
{'DebtInstrumentInterestRateStatedPercentage': ['15']}
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The loan matures in May 2021 and is collateralized by the building .
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During the quarter ended June 30 , 2015 , MMPL refinanced its office building loan by paying off its loan with the Union Bank of India , and replacing it with a $ 2,198,000 loan with Standard Chartered .
{'DebtInstrumentFaceAmount': ['2,198,000']}
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The new loan is at a variable interest of 11.10 % per annum with principal and interest payments to be made in 180 equal monthly payments .
{'DebtInstrumentInterestRateEffectivePercentage': ['11.10']}
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Future principal payments due under the Company ’ s debt , excluding debt discounts of $ ( 1,212,580 ) , for the fiscal years ending March 31 : 38 Table of Contents NOTE 11 - FAIR VALUE OF FINANCIAL INSTRUMENTS We measure the fair value of financial assets and liabilities based on the guidance of ASC 820 “ Fair Value Measurements and Disclosures ” which defines fair value , establishes a framework for measuring fair value , and expands disclosures about fair value measurements .
{'DebtInstrumentUnamortizedDiscount': ['1,212,580']}
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ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability ( an exit price ) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date .
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ASC 820 also establishes a fair value hierarchy , which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value .
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ASC 820 describes three levels of inputs that may be used to measure fair value : Level 1 - quoted prices in active markets for identical assets or liabilities Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 - inputs that are unobservable based on an entity ’ s own assumptions , as there is little , if any , related market activity ( for example , cash flow modeling inputs based on assumptions ) There were no financial liabilities as of March 31 , 2016 and 2015 measured at fair value on a recurring basis .
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In September 2015 , the Company determined that a certain conversion option related to a convertible note did not have fixed settlement provisions and was deemed to be a derivative financial instrument , since the exercise price was subject to adjustment based on certain changes in market price of the Company ’ s common stock .
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However , the note was exchanged prior to March 31 , 2016 .
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The fair value of the conversion option was calculated using a binomial lattice formula with the following weighted average assumptions during the nine months ended December 31 , 2015 .
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The financial instrument was exchanged on December 30 , 2015 and was created on September 17 , 2015 : The risk - free interest rate is the United States Treasury rate on the measurement date having a term equal to the remaining contractual life of the instrument .
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For fair value measurements categorized within Level 3 of the fair value hierarchy , the Company ’ s Chief Financial Officer , who reports to the Chief Executive Officer , determine its valuation policies and procedures . The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of management .
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39 Table of Contents Significant observable and unobservable inputs include stock price , exercise price , annual risk free rate , term , and expected volatility , and are classified within Level 3 of the valuation hierarchy .
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The following table sets forth a summary of the changes in the fair value of the Company ’ s Level 3 financial liabilities that are measured at fair value on a recurring basis using significant unobservable input for the year ended March 31 , 2016 : The Company ’ s assets measured at fair value on a non - recurring basis are summarized in the following tables by fair value measurement Level : Fair Value Measurements are defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants and is classified in one of the following three categories .
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There have been no changes in the methodologies used at March 31 , 2016 and 2015 : Level 1 - Quoted prices for identical instruments in active markets .
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Level 3 - Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable .
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Common Stock During the years ended March 31 , 2016 and 2015 , the Company issued shares of its common stock in connection with its financing activities and for services received totaling 8,839,308 and 10,306,272 , respectively .
{'StockIssuedDuringPeriodSharesNewIssues': ['8,839,308', '10,306,272']}
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In July 2015 , the Company exchanged with an Investor their $ 1,000,000 Note , including nominal interest , and issued i ) 1,683,334 shares of the Company ’ s common stock , $ 0.001 per share ; ii ) five - year warrants to purchase eight hundred thirty - three thousand three hundred thirty four ( 833,334 ) shares of Common Stock at $ 0.75 per share ; and iii ) a further one hundred and sixty - three thousand four hundred forty - seven ( 163,447 ) five - year warrants to purchase shares of Common Stock at $ 0.75 per share .
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This note was then canceled prior to March 31 , 2016 .
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In December 2015 , the Company 's sold a portion of its DPPL shares to Hall .
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In connection with the issuance of the Series D Preferred , the Company issued warrants to purchase 150,000 shares of Common Stock at an exercise price of $ 0.75 per share .
{'ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1': ['0.75']}
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The investor shall have the right to convert the preferred shares , including accrued dividends ( 15 % annually ) , into the Company 's common stock at any time at $ 0.60 per share .
{'PreferredStockDividendRatePercentage': ['15']}
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Warrants At March 31 , 2016 , and in connection with financing activities and service agreements , a total of 21,732,272 warrants for our common stock with exercise prices ranging from $ 0.01 to $ 3.00 per share ( $ 0.71 weighted average ) have been issued and expire as follows : 2,534,201 in 2017 ; 272,500 in 2018 ; 1,662,925 in 2019 ; 4,441,531 in 2020 ; 1,384,069 in 2021 ; 9,237,046 in 2022 , and 2,200,000 in 2027 .
{'ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1': ['0.01', '3.00']}
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The following table summarizes the changes in warrants for the years ended March 31 , 2016 and 2015 .
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41 Table of Contents For the year ended March 31 , 2016 the Company granted the following warrants : For the year ended March 31 , 2015 the Company granted the following warrants : We estimate the fair value of warrant granted using the Black - Scholes option valuation model .
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Warrants issued for services included in selling , general and administrative expenses was $ 3,256,309 and $ 13,301 for the years ended March 31 , 2016 and 2015 , respectively .
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The fair value of each warrant granted was estimated on the date of grant using the Black - Scholes valuation model with the following weighted average assumptions for grants during the years ended March 31 : 2011 Equity Incentive Plan The 2011 Equity Incentive Plan ( “ Plan ” ) provides for issuing equity awards for an aggregate of 3.5 million shares of our common stock in the form of grants of restricted shares , incentive stock options ( employees only ) , non - qualified stock options , share appreciation rights , performance shares , and performance units .
{'ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAuthorized': ['3.5']}
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Stock option awards have a maximum contractual life of ten years and specific vesting terms and performance goals are addressed in each equity award grant .
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42 Table of Contents During the years ended March 31 , 2016 and 2015 , the Company awarded 2,800,000 and 1,360,000 stock options for shares of common stock .
{'ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross': ['2,800,000', '1,360,000']}
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Stock - based compensation expense included in selling , general and administrative expenses was $ 1,216,146 and $ 1,240,139 for the years ended March 31 , 2016 and 2015 .
{'AllocatedShareBasedCompensationExpense': ['1,216,146']}
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The fair value of each option was estimated on the date of grant using the Black - Scholes valuation model using the following weighted average assumptions : The following table summarizes the changes in equity available for grant , comprised of stock options and restricted common stock , for the years ended March 31 , 2016 and 2015 .
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In December 2015 , the Board of Directors approved the removal of these shares from the 2011 Equity Incentive Plan .
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43 Table of Contents 13 - EARNINGS PER SHARE Basic earnings per share is computed by dividing income available to common shareholders by the weighted - average number of shares of common stock outstanding during the period .
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The computation of basic and diluted loss per share as of March 31 , 2016 and 2015 excludes potentially dilutive securities when their inclusion would be anti - dilutive , or if their exercise prices were greater than the average market price of the common stock during the period .
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Potentially dilutive securities excluded from the computation of basic and diluted net income ( loss ) per share as of March 31 , 2016 and 2015 are as follows : 14 - INCOME TAXES Our deferred income tax liabilities and assets reflect temporary differences between amounts of assets and liabilities for financial and tax reporting .
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An uncertain income tax position will not be recognized if it has less than a 50 % likelihood of being sustained .
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As of March 31 , 2016 and 2015 , no such uncertain income tax benefits were recognized .
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The net operating loss carryover begins to expire in 2026 through 2034 .
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44 Table of Contents For fiscal year ending March 31 , 2016 and 2015 , there were no current or deferred tax expenses due to a full valuation allowance .
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The losses before income taxes and equity investment loss at the 34 % federal statutory and foreign ( India ) tax rate reconciles to our tax provisions : Prior to the DPPL acquisition on January 7 , 2014 , the Company owned 49.9 % of DPPL , a loss company at the time of the acquisition .
{'EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate': ['34'], 'EquityMethodInvestmentOwnershipPercentage': ['49.9']}
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In the U.S. , loss carryforwards are subject to IRC Section 382 of the Code which may limit the amount of taxable income that can be offset by NOL carryforwards after a change in control ( generally greater than 50 % change in ownership ) .
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We do not expect the IRC Section 382 limitation to materially impact the deferred tax asset as it relates to the NOL .
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15 - RELATED PARTIES Support Services and Advances ART has provided the Company , since its startup period , with certain support services .
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Cagan McAfee Capital Partners , LLC On January 1 , 2011 , the Company signed a two years management advisory agreement with Cagan McAfee Capital Partners , LLC ( “ CMCP ” ) , an investment company owned and controlled by Laird Cagan , a member of our Board of Directors and a significant shareholder .
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Pursuant to the agreement , CMCP is to be paid $ 14,500 per month plus expenses .
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In December 2013 , the agreement was extended through December 2015 , at which time the agreement was terminated and now additional interest is to be incurred on amounts outstanding as of that date .
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Previously , interest accrued on unpaid balances at 12 % per annum .
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The amounts due , including interest , to CMCP totaled $ 711,805 and $ 535,630 as of March 31 , 2016 and 2015 , respectively , and is recorded in Related party payables in the Company ’ s consolidated balance sheet .
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Cagan Capital , LLC In 2011 , Cagan Capital , LLC ( “ CCLLC ” ) , an entity owned and controlled by Mr. Cagan , purchased $ 1.0 million of our subordinated notes payable and warrants to purchase up to 500,000 shares of our common stock at $ 1.00 per share on a cashless basis .
{'DebtInstrumentFaceAmount': ['1.0'], 'ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1': ['1.00']}
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During the year ended March 31 , 2016 , these warrants were exchanged and reissued with extended maturity dates .
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In connection with the extension of the maturity date of the subordinated notes in 2012 , CCLLC was issued an additional 71,233 warrants to purchase shares of our common stock at $ 2.00 per share .
{'ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1': ['2.00']}
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In 2014 , Mr. Cagan purchased $ 1.0 million of CRA secured promissory notes payable at an interest rate of 12 % per annum and warrants to purchase up to 175,000 shares of MoneyOnMobile common stock at $ 0.01 per share .
{'DebtInstrumentFaceAmount': ['1.0'], 'DebtInstrumentInterestRateStatedPercentage': ['12'], 'ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1': ['0.01']}
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The outstanding principal amount of this loan may be converted to MoneyOnMobile common stock at any time by dividing the outstanding principal and any accrued interest by $ 2.00 per share .
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45 Table of Contents Laird Cagan In March 2016 , the Company executed an one year advisory agreement with Mr. Cagan and issued one million warrants .
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These warrants and those held by Mr. Cagan , totaling 2.5 million warrants , were canceled and reissued in order to extend the maturity date .
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This resulted in a non - cash expense of $ 314,623 and is recorded in Selling , general and administrative in the Consolidated Statement of Operations and Comprehensive Loss .
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As discussed in note 10 : Debt , in April 2016 , and as part of the Company 's sale of its U.S. Operations , the Company issued Laird Cagan a promissory notes for $ 727,285 , of which $ 720,084 was the note balance included in the Asset Purchase Agreement , with the remaining balance as subsequent interest incurred .
{'DebtInstrumentFaceAmount': ['727,285', '720,084']}
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This note accrues interest of 12 % per annum payable monthly and matures on December 31 , 2017 .
{'DebtInstrumentInterestRateStatedPercentage': ['12']}
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During the year ended March 31 , 2016 , MMPL issued three short - term bonds to the majoiry shareholder of Happy Cellular totaling approximately $ 450,000 .
{'DebtInstrumentFaceAmount': ['450,000']}
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These debt instruments have an interest rate of 15.3 % , which represents the prevailing bank rate at inception .
{'DebtInstrumentInterestRateStatedPercentage': ['15.3']}
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On December 18 , 2015 , Reinvention Capital Advisors Co. ( " Reinvention " or “ Plaintiff ” ) filed suit in the District Court of the Eastern District of Pennsylvania against the Company alleging breach of the financial advisory services agreement ( “ First Amended Agreement ” ) dated June 12 , 2015 , between the Company and Reinvention .
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Plaintiff alleged damages on the date the suit was filed of $ 500,996 , including unpaid monthly advisory fees , unpaid expenses , and a success fee for the sale of our U.S. Operations .
{'LossContingencyDamagesSoughtValue': ['500,996']}
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The majority shareholder of Happy Cellular is disputing the interest rate of the three bonds that were issued by MMPL during the year ended March 31 , 2016 .
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The bond holder alleges the interest rate is significantly higher than the amount disclosed in note 15 : Related Parties .
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46 Table of Contents PUT LIABILITY - NON CONTROLLING INVESTMENT On December 30 , 2015 , the Company entered into a Share Purchase Agreement with HALL MOM , LLC . , a Texas limited liability company ( “ HALL MOM " ) .
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Pursuant to the Purchase Agreement , and in satisfaction of a $ 2,000,000 loan made to the Company by Hall , the Company issued and sold equity shares representing 10 % of the total paid up share capital of DPPL , on a fully diluted basis ( the “ Sale Shares ” ) to Hall .
{'DebtInstrumentFaceAmount': ['2,000,000'], 'MinorityInterestOwnershipPercentageByNoncontrollingOwners': ['10']}
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As part of the Share Purchase Agreement , HALL MOM possessed an option for the Company to buyback its investment for $ 3,000,000 .
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On March 15 , 2016 , HALL MOM exercised its option , which required repayment by July 13 , 2016 .
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At March 31 , 2016 , the Company recorded its obligation as a current liability .
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As of August 19th , 2016 , the Company has not completed paid HALL MOM .
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See note 19 : Subsequent events for details on payments made to HALL MOM subsequent to year - end to extend the repayment date of this liability .
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