NOTES PAYABLE | 3. NOTES PAYABLE Opus Bank: On May 28, 2014, the Company entered into a Credit Agreement and related term loan and line of credit with Opus Bank (“ Opus CFG CUB On April 13, 2015, the Company and its lenders executed a second amendment (“ Second Amendment Credit Agreement Lenders As of August 31, 2016, the balance outstanding on the term loan and line of credit amounted to $1,606,387 and $2,126,560, respectively. At August 31, 2016, amounts owed pursuant to the Credit Agreement bear interest at a rate of 8.00% per annum. In connection with the Credit Agreement, the Company issued 248,011 warrants to purchase common stock at an exercise price of $1.00 per share, which increased to 375,000 warrants due to dilutive issuances of equity by the Company during the eight months ended August 31, 2014. The warrants are exercisable immediately. In the event of future dilutive issuances, the number of warrants issuable shall be increased based on a specified formula. The warrants were valued at $78,281 on the date of issuance, which was recorded as a note discount. During the year ended August 31, 2016, the Company recognized $26,094 of amortization related to this discount, leaving a balance of $19,570 at August 31, 2016. As of August 31, 2016, the Company was not in compliance with the covenants of the Credit Agreement with Opus. In connection with the Third Amendment, Waiver and Ratification dated September 15, 2015, Opus has agreed to waive the covenant defaults through August 31, 2015 and extend the maturity date to April 15, 2016. In December 2015, Opus agreed to cancel the 375,000 warrants in exchange for 1,200,000 warrants at an exercise price of $1.00. On July 11, 2016, PCS Link, the Company, and Opus agreed to terms to amend the Third Amendment, Waiver and Ratification Agreement (the “Fourth Amendment”), which extended the Maturity Date to October 31, 2016. California United Bank: In October 2010, the Company issued a promissory note to California United Bank (“ CUB On May 22, 2014, the Company and CUB amended the promissory note of $1,250,000 to extend the maturity date to the earlier of i) October 31, 2014 or ii) the completion of specified debt / equity funding. CUB also agreed to subordinate its security interest to another lender if certain criteria were met. In December 2014, the Company entered into a Change in Terms Agreement with CUB which included an extension of the maturity date of the facility to April 30, 2015 and an adjustment of the interest rate to five percent (5%) in excess of the Prime Rate. On April 13, 2015, the Company and its lenders executed a second amendment (“ Second Amendment Credit Agreement Lenders In Deccember 2015, the Company and CUB agreed to extend the maturity date until April 15, 2016 in consideration of 523,587 warrants issued at exercise price of $1.00. The warrants were valued at $23,463 and booked to interest expense during the year ended August 31, 2016. On July 14, 2016, CUB extended the Maturity Date of the CUB Note to October 31, 2016. As of August 31, 2016, the balance remaining is $876,251. Colgan Financial Group, Inc.: In December 2014, in consideration for funds in the amount of $500,000 received by Greenwood Hall, Inc. from Colgan Financial Group, Inc. (“ CFG Logan Holder On April 13, 2015, the Company and its lenders executed a second amendment (“ Second Amendment Credit Agreement Lenders In connection with this debt, the Company issued the right to purchase warrants upon the payment or conversion of the note principal. The conversion feature and warrants both include provisions that call for the instrument to be converted to equity at a price equal to the lesser of i) $1.50 per share or ii) 85% of the weighted average price per share of the Company’s trading price for the ten (10) trading days prior to conversion / exercise. As a result of this feature, the warrants and conversion feature are subject to derivative accounting pursuant to ASC 815. Accordingly, the fair value of the warrants and conversion feature on the date of issuance was estimated using an option pricing model and recorded on the Company’s Consolidated Balance Sheet as a derivative liability and a note discount. The fair value of the discount on the issuance date was estimated at approximately $295,927 and is being amortized over the term of the note using the effective interest method. Amortization of the note discount during the year ended August 31, 2016 amounted to approximately $155,896. On October 9, 2015, Colgan converted $80,000 in notes payable for 800,000 shares and one set of warrants with the right to purchase 800,000 shares at $0.10 per share and another set of warrants with the the right to purchase 800,000 shares at $0.125 per share. The warrants were booked to additional paid in capital of approximately $41,000 which resulted in a loss on extinguishment of debt. On June 23, 2016, Colgan converted $35,000 in notes payable and $67,035 in accrued interest for 3,184,126 shares and one set of warrants with the right to purchase 3,184,126 shares at $0.032 per share and and another set of warrants with the right to purcashe 3,184,126 shares at $0.04 per share. Upon conversion approximately $3,000 was booked to common stock and $204,000 to additional paid in capital which resulted in a loss of approximately $105,000 on extinguishment of debt. Each set of warrants were booked to additional paid in capital of approximately $142,000 and $132,000 respectively which resulted in a loss on extinguishment of debt. The conversion also resulted in an approximately $412,000 decrease in derivative liablity and increase in additional paid in capital. The remaining principal on the note is $400,000 and has a remaining discount of approximately $32,000. On July 12, 2016, CFG extended the Maturity Date of the Consolidated CFG Note to October 31, 2016. Redwood Fund, LP: On or about March 31, 2015, the Company entered into a Convertible Note with Redwood Fund, LP (“ Redwood On August 14, 2015, the Company entered into a one-year $588,236 unsecured Convertible Note with Redwood. In conjunction with this note, the Company issued Redwood warrants that are exercisable for 295,000 shares of the Company’s common stock over the next five (5) years at an exercise price of $1.00 per share. Redwood has an option to provide additional convertible debt to the Company in the amount of $250,000 at the same terms. Interest will accrue monthly at 10% annually and the note is unsecured. In connection with this debt, the Company recorded a note discount equal to $588,236 associated with the measurement of the warrants and conversion issued therewith. In addition to this note and the Warrant, at the Closing, the Company issued 200,000 shares of common stock to Redwood, which were measured at the closing price on the date of issuance. The aggregate value of the shares, warrants and conversion feature exceeded the face value of the note. As a result, the Company recognized a charge to interest expense in the amount of $1,165,202 on the date of issuance related to such excess value. During the year ended August 31, 2016, the Company recognized approximately $564,000 of amortization of note discount and is fully amortized as of August 31, 2016. The maturity date of this note was October 15, 2016. On November 6. 2015 the Company entered into a six month $125,000 unsecured promissory note with Redwood with a $25,000 issue discount and an interest rate of 10%. As of August 31, 2016 the discount was fully amortized. As of August 31, 2016, the balance on this note was $ 125,000. The maturity date of this note was October 15, 2016. On December 14, 2015 the Company entered into a three month $30,000 unsecured promissory note with Redwood with an interest rate of 18% and added an additional $15,000 on January 18, 2016 increasing the total note to $45,000. As of August 31, 2016 the discount was fully amortized. As of August 31, 2016, the balance on this note was $ 45,000. The maturity date of this note was October 15, 2016. On February 4, 2016 the Company entered into a one year $235,294 unsecured promissory note with Redwood with an interest rare of 10% and $35,294 issue discount. As of August 31, 2016, the Company recognized approximately $20,000 of note discount. As of August 31, 2016, the balance on this note was $ 235,294. As of August 31, 2016, the Company recognized approximately $ 20,000 of amortization.The maturity date of this note was October 15, 2016. Lincoln Park Capital Fund, LLP: In April 2015, the Company entered into an unsecured Convertible Note with Lincoln Park Capital Fund, LLP (“ Lincoln Park On August 21, 2015, the Company entered into a one-year $295,000 unsecured Convertible Note with Lincoln Park. In conjunction with this note, the Company issued Lincoln Park warrants that are exercisable for 400,000 shares of the Company’s common stock over the next five (5) years at an exercise price of $1.00 per share. Interest will accrue monthly at 10% annually and the note is unsecured. In connection with this debt, the Company recorded a note discount equal to approximately $247,000 associated with the measurement of the warrants and conversion issued therewith. During the year ended August 31, 2016, the Company recognized approximately $243,000 of amortization of note discount or the remaining discount balance. On July 15, 2016, Lincoln Park agreed to extend the maturity date of both Lincoln Park Notes to October 31, 2016. As of August 31, 2016, the balance owed on the Lincoln Park notes was $ 590,000. As of August 31, 2016, if Lincoln Park converted its debt into common stock of the Company, it would be issued 1,180,000 shares. FirstFire Global Opportunities Fund, LLC In December 2015, the Company issued a convertible unsecured promissory note to FirstFire Global Opportunities Fund, LLC (“ FirstFire FirstFire Note Fixed Conversion Price Primary Offering On June 30, 2016, FirstFire agreed to extend the maturity date of the FirstFire Note to August 28, 2016. In consideration for this extension the Company gave FirstFire the right to purchase 100,000 shares at an exercise price of $0.05, along with adding an additional $25,000 principal to the loan. This additional $25,000 discount was fully amortized as of August 31, 2016. The warrants were booked as approximately $5,000 in additional paid in capital and charged to interest expense. On August 28, 2016, FirstFire agreed to extend the maturity date from August 28, 2016 to September 26, 2016 in consideration of additional $100,000 in principal. As of August 31, 2016 aproximately $10,000 of the $100,000 discount was amortized. FirstFire was not allowed to convert greater that $25,000 per week. On August 31, 2016, FirstFire converted $7,500 in debt to 500,000 shares. This resulted in a $4,000 loss on extinguishment of debt. As of August 31, 2016, the balance on the First Fire note was $ 392,500. As of August 31, 2016, if First Fire converted its note into shares of common stock of the Company, it would be issued 26,166,667 shares. Colgan Financial Group, Inc.: During 2013, the Company entered into a Loan and Security Agreement with CFG pursuant to which the Company issued a promissory note of $600,000. The note bears interest at 2.5% per month, is payable in monthly installments of principal and interest through June 2014, is guaranteed by one stockholder of the Company and an advisor to the Company and is secured by substantially all assets of the Company. This note is subordinate to the notes held by CUB. In July 2014, a payment of $144,000 was made in connection with an equity funding. In April 2015, the Company received an additional $200,000 in funding under this agreement. On April 13, 2015, the Company and its lenders executed a second amendment (“ Second Amendment Credit Agreement Lenders th As of August 31, 2016, if CFG converted its 2013 note into shares of common stock of the Company, it would be issued 29,560,206 shares. In December 2014, the Company issued to CFG and Robert Logan a promissory note with a principal amount of $500,000 (the “ 2014 CFG Note In connection with the 2014 CFG Note, the Company granted to CFG the right to receive a warrant to purchase shares of Common Stock upon the full payment or conversion of the principal under the 2014 CFG Note. The conversion feature and warrants both include provisions that call for the respective instruments to be converted or exercised, as applicable, into equity at a price equal to the lesser of i) $1.50 per share or ii) 85% of the weighted average price per share of the Company’s trading price for the ten (10) trading days prior to conversion / exercise. As a result of this feature, the warrant and conversion feature are subject to derivative accounting pursuant to ASC 815. Accordingly, the fair value of the warrant and conversion feature on the date of issuance was estimated using an option pricing model and recorded on the Company’s Consolidated Balance Sheet as a derivative liability and a note discount. The fair value of the discount on the issuance date was estimated at approximately $295,927 and is being amortized over the term of the note using the effective interest method. Amortization of the 2014 CFG Note discount during the twelve months ended August 31, 2016 amounted to approximately $155,896. As of August 31, 2016, if CFG converted the balance and accrued interest owed on the 2014 CFG Note, CFG would be issued 17,566,927 shares and two sets of warrants – the first set excercisable for 17,566,927 shares of the Company’s Common Stock at an exercise price of $ 0.023/share and the second set excercisable for 17,566,927 shares of the Company’s Common Stock at an exercise price of $ 0.029/share. In April 2015, the Company issued to CFG a promissory note for the principal amount of $200,000 (the “ 2015 CFG Note The Company also finances the purchases of small equipment. The amount of such notes is not significant at August 31, 2016. The following is a schedule, by year, of future minimum principal payments required under notes payable as of August 31, 2016: Years Ending 2017 $ 7,512,881 2018 — 2019 — 2020 — Total 7,512,881 Note discount (183,732 $ 7,329,149 |