Key differences between the second filing and the
Post# of 75350
Posted On: 06/22/2016 7:55:20 PM
Key differences between the second filing and the ammended first filing
source: SEC King Edgar Database
Business Section
(Notes to Financial Statements)
Note 1 greatly expanded as follows:
On December 16, 2013 the Company filed a Chapter 11 bankruptcy petition in the United States Bankruptcy Court for the Northern District of Texas, Dallas Division, Case Number 13-36434-bjh-11. In early 2013, the Company sought to acquire a barbeque company and sought to raise capital and entered into an agreement with Empire Capital LLC (“Empire”) to assist in the raising of capital for the acquisition. By late 2013, the acquisition had fallen through due to the inability to obtain the needed financing. Empire then sued the Company claiming it was owed approximately $200,000 for its services on behalf of the Company along with additional damages. The Company disputed the claims, and filed the Chapter 11 bankruptcy to restructure its current indebtedness and to provide a framework for moving forward. On May 22, 2014 the Company filed its Disclosure Statement and Plan of Reorganization, and on July 2, 2014 a hearing was held and the Plan of Reorganization was confirmed by written order of the Bankruptcy Court dated July 11, 2014. The Plan of Reorganization is included as an Exhibit to this filing.
In the Plan of Reorganization, the Company’s shareholders and controlling shareholder through the Series A Preferred Shares were not diluted, thus control of the Company remained the same before, during and after the confirmed Plan of Reorganization. Therefore, “Fresh Start” Accounting described in ACS 852-10-45-19 did not apply to the Company.
The Company’s Balance Sheet as of June 30, 2014 is presented in accordance with ACS 852. The Company’s Statement of Operations are also presented in accordance with ACS 852.
As a result of the Confirmed Plan of Reorganization dated July 11, 2014, the following Reorganization Items were reported on the Statements of Operations for the year ended June 30, 2015:
Reorganization Items – Income (Expense):
Settlement of Disputed Claims:
Empire Capital Fees Resolved $200,000
Cash Settlement with Empire Capital ($50,000)
Stock Settlement with Empire Capital ($22,800)
Net Settlement of Disputed Empire Capital Claims $127,200
Settlement of Officers and Directors Claims:
Deferred Officer Compensation at June 30, 2014 $178,164
Stock Issued to Officers and Directors as Settlement ($156,502)
Net Settlement of Officer and Directors Claims $21,662
==========
Accounting Policies
(Fair Value Measurements)
Shows Balances as of Mar 31, 2016 instead of Dec 31, 2015.
The change in the Level 3 financial instrument is as follows:
Balance, July 1, 2015 $11,504,057
Issued during the Period 3,887,618
Converted during the nine months ended March 31, 2016 (2,102,681)
Change in fair value recognized in operations (11,370,871)
Balance, March 31, 2016 $1,918,124
The estimated fair value of the derivative instruments was valued using the Black-Scholes option pricing model, using the following assumptions as of March 31, 2016:
Estimated Dividends None
Expected Volatility 223%
Risk Free Interest Rate 0.12%
========
Notes Tables
(Business Section added)
Business (Tables)9 Months Ended12 Months EndedMar. 31, 2016Jun. 30, 2015Business Combinations [Abstract] Reorganization Items – Income (Expense)
Reorganization Items – Income (Expense):
Settlement of Disputed Claims:
Empire Capital Fees Resolved $200,000
Cash Settlement with Empire Capital ($50,000)
Stock Settlement with Empire Capital ($22,800)
Net Settlement of Disputed Empire Capital Claims $127,200
Settlement of Officers and Directors Claims:
Deferred Officer Compensation at June 30, 2014 $178,164
Stock Issued to Officers and Directors as Settlement ($156,502)
Net Settlement of Officer and Directors Claims $21,662
========
Notes Details
(Business (Details) added)
Business (Details) 12 Months Ended
Jun. 30, 2015
USD ($)
Notes to Financial Statements
Empire Capital Fees Resolved
$ 20,000
Cash Settlement with Empire Capital
50,000
Stock Settlement with Empire Capital
22,800
Net Settlement of Disputed Empire Capital Claims
127,200
Deferred Officer Compensation at June 30, 2014
178,164
Stock Issued to Officers and Directors as Settlement
156,502
Net Settlement of Officer and Directors Claims
$ 21,662
source: SEC King Edgar Database
Business Section
(Notes to Financial Statements)
Note 1 greatly expanded as follows:
On December 16, 2013 the Company filed a Chapter 11 bankruptcy petition in the United States Bankruptcy Court for the Northern District of Texas, Dallas Division, Case Number 13-36434-bjh-11. In early 2013, the Company sought to acquire a barbeque company and sought to raise capital and entered into an agreement with Empire Capital LLC (“Empire”) to assist in the raising of capital for the acquisition. By late 2013, the acquisition had fallen through due to the inability to obtain the needed financing. Empire then sued the Company claiming it was owed approximately $200,000 for its services on behalf of the Company along with additional damages. The Company disputed the claims, and filed the Chapter 11 bankruptcy to restructure its current indebtedness and to provide a framework for moving forward. On May 22, 2014 the Company filed its Disclosure Statement and Plan of Reorganization, and on July 2, 2014 a hearing was held and the Plan of Reorganization was confirmed by written order of the Bankruptcy Court dated July 11, 2014. The Plan of Reorganization is included as an Exhibit to this filing.
In the Plan of Reorganization, the Company’s shareholders and controlling shareholder through the Series A Preferred Shares were not diluted, thus control of the Company remained the same before, during and after the confirmed Plan of Reorganization. Therefore, “Fresh Start” Accounting described in ACS 852-10-45-19 did not apply to the Company.
The Company’s Balance Sheet as of June 30, 2014 is presented in accordance with ACS 852. The Company’s Statement of Operations are also presented in accordance with ACS 852.
As a result of the Confirmed Plan of Reorganization dated July 11, 2014, the following Reorganization Items were reported on the Statements of Operations for the year ended June 30, 2015:
Reorganization Items – Income (Expense):
Settlement of Disputed Claims:
Empire Capital Fees Resolved $200,000
Cash Settlement with Empire Capital ($50,000)
Stock Settlement with Empire Capital ($22,800)
Net Settlement of Disputed Empire Capital Claims $127,200
Settlement of Officers and Directors Claims:
Deferred Officer Compensation at June 30, 2014 $178,164
Stock Issued to Officers and Directors as Settlement ($156,502)
Net Settlement of Officer and Directors Claims $21,662
==========
Accounting Policies
(Fair Value Measurements)
Shows Balances as of Mar 31, 2016 instead of Dec 31, 2015.
The change in the Level 3 financial instrument is as follows:
Balance, July 1, 2015 $11,504,057
Issued during the Period 3,887,618
Converted during the nine months ended March 31, 2016 (2,102,681)
Change in fair value recognized in operations (11,370,871)
Balance, March 31, 2016 $1,918,124
The estimated fair value of the derivative instruments was valued using the Black-Scholes option pricing model, using the following assumptions as of March 31, 2016:
Estimated Dividends None
Expected Volatility 223%
Risk Free Interest Rate 0.12%
========
Notes Tables
(Business Section added)
Business (Tables)9 Months Ended12 Months EndedMar. 31, 2016Jun. 30, 2015Business Combinations [Abstract] Reorganization Items – Income (Expense)
Reorganization Items – Income (Expense):
Settlement of Disputed Claims:
Empire Capital Fees Resolved $200,000
Cash Settlement with Empire Capital ($50,000)
Stock Settlement with Empire Capital ($22,800)
Net Settlement of Disputed Empire Capital Claims $127,200
Settlement of Officers and Directors Claims:
Deferred Officer Compensation at June 30, 2014 $178,164
Stock Issued to Officers and Directors as Settlement ($156,502)
Net Settlement of Officer and Directors Claims $21,662
========
Notes Details
(Business (Details) added)
Business (Details) 12 Months Ended
Jun. 30, 2015
USD ($)
Notes to Financial Statements
Empire Capital Fees Resolved
$ 20,000
Cash Settlement with Empire Capital
50,000
Stock Settlement with Empire Capital
22,800
Net Settlement of Disputed Empire Capital Claims
127,200
Deferred Officer Compensation at June 30, 2014
178,164
Stock Issued to Officers and Directors as Settlement
156,502
Net Settlement of Officer and Directors Claims
$ 21,662
(1)
(0)