Subsequent Events | 18. SUBSEQUENT EVENTS Financing Activities Subsequent to the year end: - the Company issued several promissory notes to certain related parties, totaling $180,000. These notes accrue interest at approximately 6% per annum and have a term of 6 months. As of the date of this report, the Company paid off $61,000 and the remaining $119,000 is currently outstanding and become due on demand. The Company is working with these related parties to extend the terms of the remaining balances. - the Company issued several promissory notes to certain third parties, totaling $319,000. One set of notes was for $69,000. These notes accrue at approximately 6% per annum and have a term of 6 months. Another note was for $100,000. This note accrues at 10% for a term of 2 months. The last note was for $150,000. This note accrues at 20% for a term of 6 months. As of the date of this report, the entire $319,000 is outstanding. - the Company entered into various convertible debt instruments totaling $350,000. The proceeds of these notes were used by the Company to cover operating expense and consulting fees paid to former management. The maturity dates of the convertible notes are between May 2016 and November 2016. The interest rates on these notes range between 0% and 10%. The note holder may convert at any time after the issuance date into fully paid non-assessable shares of Common Stock based upon varying conversion discounts that range between 15% and 20% discount from the average of the lowest three (3) trading prices in the five (5) days prior to the date that the holder elects to convert. As of the date of this report, the entire $260,000 is outstanding and the portions already matured become due on demand. The Company is working with these investor to extend the terms of the remaining balances. Acquisition of Pro Star Effective March 1, 2016 the Company acquired all of the outstanding capital stock of each of Pro Star Freight Systems Inc. (PSF) and Pro Star Truck Center Inc. (PTC) (collectively, Pro Star), pursuant to the Stock Purchase Agreement, dated as of November 23, 2015, by and among the Company, Pro Star and Prostar Holdings Trust. The purchase price for Pro Star consists of (i) up to an aggregate of $1,512,500 in cash, payable in installments as set forth in the Purchase Agreement (Closing Cash), (ii) a promissory note in the principal amount of $2,500,000, which is convertible into 4.9% of the issued and outstanding capital stock of the Company on a fully-diluted basis (the Note), (iii) Series A preferred stock of the Company, which will be convertible into 80% of the issued and outstanding capital stock of the Company on a fully-diluted basis (the Preferred Stock) valued as of March 1, 2016 (the date of closing) at $4,209,862 and (iv) a form of warrant that will be exercisable for a number of shares of common stock of the Company necessary to ensure that the Note and Preferred Stock collectively result in the issuance of 84.9% of the issued and outstanding capital stock of the Company on a fully-diluted basis (the Goldenshare). Following the eighteen month anniversary of the issuance of the Preferred Stock, holders of Preferred Stock shall be entitled to dividends at the rate of 5% per annum, payable quarterly. Holders of Preferred Stock shall vote together as a single class with holders of common stock of the Company. PSF was formed on March 16, 2012. PSF is a long haul freight transportation company based in Illinois located near Chicagos OHare Airport serving customers in the United States. PTC was formed on April 8, 2013. PTC is a truck repair center located in Des Plaines, IL. The accompanying unaudited pro forma combined balance sheet as of December 31, 2015 has been presented as if the acquisition of Pro Star by Hydrophi had occurred on December 31, 2015. The accompanying unaudited pro forma combined statement of operations for the period ended December 31, 2015 has been presented as if the acquisition of Pro Star by Hydrophi had occurred on January 1, 2015. The unaudited pro forma combined financial information is presented for informational purposes only and is not intended to represent the consolidated financial position or consolidated results of operations of Hydrophi that would have been reported had the Acquisition been completed as of the dates described above, and should not be taken as indicative of any future consolidated financial position or consolidated results of operations. The Unaudited Pro Forma Combined Statement of Operations does not reflect any sales or cost savings from synergies that may be achieved with respect to the combined companies, or the impact of non-recurring items, including restructuring liabilities, directly related to the Acquisition. UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS Pro Star Freight Systems Inc. and Pro Star Truck Center Inc. and Hydrophi Technologies Group, Inc. PROFORMA COMBINED BALANCE SHEET AS OF DECEMBER 31, 2015 (UNAUDITED) Pro Star Freight Systems Inc. and Hydrophi Pro Star Truck Technologies Pro-forma Pro-Forma Center Inc. Group, Inc. Adjustments Notes Combined Total ASSETS CURRENT ASSETS Cash and cash equivalents $ 180,536 $ 43,630 $ - $ 224,166 Accounts receivable, net of allowance 394,357 - - 394,357 Factoring receivables 2,427,039 - - 2,427,039 Prepaid expenses and other current assets 479,026 34,085 - 513,111 Advances to ProStar - 382,000 (382,000) (A) - Total Current Assets 3,480,958 459,715 (382,000) 3,558,673 Property and equipment, net of accumulated depreciation 1,303,362 - - 1,303,362 Intangible assets, net - - 1,724,000 (B) 1,724,000 Goodwill - - 4,752,633 (B) 4,752,633 TOTAL ASSETS $ 4,784,320 $ 459,715 $ 6,094,633 $ 11,338,668 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable and accrued expenses $ 778,662 $ 872,723 $ - $ 1,651,385 Accounts payable and accrued expenses, related parties 86,250 86,250 Factoring payable 2,427,039 - - 2,427,039 Accrued compensation - 240,165 - 240,165 Advance from customer - 60,800 - 60,800 Deferred revenues - 521,000 - 521,000 Notes payable - 26,130 440,000 (B) 466,130 Convertible debt, net - 1,334,354 - 1,334,354 Derivative liabilities - 1,712,763 - 1,712,763 Senior unsecured promissory note - - 2,500,000 (B) 2,500,000 Short-term debt 248,170 31,500 - 279,670 Short-term debt, related party 30,000 - - 30,000 Short-term capital lease obligation 248,958 - - 248,958 Total Current Liabilities 3,732,829 4,885,685 2,940,000 11,558,514 Long-term capital lease obligation 510,379 - - 510,379 TOTAL LIABILITIES 4,243,208 4,885,685 2,940,000 12,068,893 STOCKHOLDERS' EQUITY (DEFICIT) Preferred stock - - 4,209,862 (B) 4,209,862 Common stock 382,000 35,800 (382,000) (A)(B) 35,800 Additional paid-in capital - 29,749,512 (514,117) (B) 29,235,395 Accumulated deficit 159,112 (34,211,282) (159,112) (B) (34,211,282) TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 541,112 (4,425,970) 3,154,633 (730,225) TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 4,784,320 $ 459,715 $ 6,094,633 $ 11,338,668 PROFORMA COMBINED STATEMENT OF OPERATIONS FOR THE PERIOD ENDED DECEMBER 31, 2015 (UNAUDITED) Pro Star Freight Systems Inc. and Hydrophi Pro Star Truck Technologies Pro-forma Pro-Forma Center Inc. Group, Inc. Adjustments Notes Combined Total REVENUES Revenue $ - $ 240,500 $ - $ 240,500 Freight revenue 25,571,337 - - 25,571,337 Service revenue 1,142,182 - - 1,142,182 TOTAL REVENUES 26,713,519 240,500 - 26,954,019 OPERATING EXPENSES Research and development - 518,098 - 518,098 Selling, general and administrative 26,721,108 1,034,814 - 27,755,922 Depreciation and amortization 58,094 67,741 289,900 (C) 415,735 Impairment of intangibles - 309,750 - 309,750 Impairment of inventory - 42,000 - 42,000 TOTAL OPERATING EXPENSES 26,779,202 1,972,403 289,900 29,041,505 LOSS FROM OPERATIONS (65,683) (1,731,903) (289,900) (2,087,486) OTHER (EXPENSE) INCOME Interest expense (32,205) (1,679,121) (125,000) (D) (1,836,326) Change in fair value of derivative liabilities - 431,612 - 431,612 Loss on extinguishment of convertible debt - (143,972) - (143,972) Gain on settlement of accrued liabilities and debt - 994,430 - 994,430 TOTAL OTHER (EXPENSE) INCOME (32,205) (397,051) (125,000) (554,256) NET LOSS $ (97,888) $ (2,128,954) $ (414,900) $ (2,641,742) NET INCOME PER COMMON SHARE Basic $ (489.44) $ (0.00) $ (2,074.50) $ (0.00) Diluted $ (489.44) $ (0.00) (2,074.50) $ (0.00) WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING Basic 376,962,411 376,962,411 Diluted 376,962,411 376,962,411 The accompanying unaudited combined pro forma financial statements have been prepared to reflect the acquisition of Pro Star (PSF and PTC) by Hydrophi for an aggregate purchase price of approximately $6,710,000 and reflect the following pro forma adjustments: (A) To reflect the elimination of the Companys investment in Pro Star related to amounts the Company has already paid the seller pursuant to its acquisition. (B) To record preliminary fair values of the intangible assets acquired in connection with the Pro Star acquisition and to allocate the purchase consideration to finite lived intangible assets and the excess of the purchase consideration over the fair value of assets acquired to goodwill. Preliminary fair values Useful Life Annual Amortization Based upon Useful Life Customer Relationships $ 140,000 7 Years $ 20,000 Employment Workforce 63,000 5 Years 12,600 Vendor Relationships 1,206,000 7 Years 172,300 Company Logo, Name & Trademark(s) 150,000 5 Years 30,000 Computer Software & Integration 165,000 3 Years 55,000 Total Intangibles Purchase $ 1,724,000 $ 289,900 To also record the $2,500,000 of debt owed to the sellers, $4,210,000 of convertible preferred stock and $440,000 of short term debt (to pay amounts owed to the sellers) partially offset by the elimination of Pro Star common stock ($2,000) and retained earnings ($159,112). (C) To record a full year of amortization on the intangible assets. (D) To record a full year of interest expense on the $2,500,000 senior unsecured promissory note. Convertible Note Agreements From January 1, 2016 through April 4, 2016, the Company entered into various security purchase agreements with two lenders for $451,250 in cash. All of the proceeds went directly to Pro Star. There is no stated interest on any of the notes. The maturity of the notes range from August 1, 2016 through April 4, 2017. The note holder may convert the notes at any time after the issuance date into fully-paid non-assessable shares of common stock equal to a fifteen (15%) discount from the average of the three (3) lowest trading prices in the five (5) trading days prior to the election to convert. Conversion of Convertible Debt On January 11, 2016, the Company issued 10,735,374 common shares for conversions of notes issued to 31 Group, LLC with principal of $20,000. On January 28, 2016, the Company issued 10,857,764 common shares for conversions of notes issued to 31 Group, LLC with principal of $20,000. On February 2, 2016, the Company issued 23,208,733 common shares for conversions of notes issued to 31 Group, LLC with principal of $25,857 and interest of $55,605. Shares Issued for Services On January 6, 2016, the Company issued 1,000,000 shares each to Mark Robinson and Reid Meyer, valued at $7,800 in aggregate, as compensation for their service as directors of the board. |