Annual report pursuant to Section 13 and 15(d)

Subsequent events

v3.10.0.1
Subsequent events
9 Months Ended 12 Months Ended
Sep. 30, 2017
Dec. 31, 2017
Subsequent Events [Abstract]    
Subsequent events

Note 13 – Subsequent events

 

Sales of Common Stock

 

Shares issued for cash

 

During the period January 1, 2018 to March 31, 2018, the Company issued 2,998,800 units at a price of $0.03 per unit for proceeds of $89,964. Each unit is comprised of one share, one share purchase warrant to acquire a second share at a price of $0.20 per share acquired and one share purchase warrant to acquire a third share at a price of $0.10 per share acquired. Each warrant has a two-year term.

 

During the period April 1, 2018 to June 30, 2018, the Company issued 666,666 units at a price of $0.03 per unit for proceeds of $20,000. Each unit is comprised of one share, one share purchase warrant to acquire a second share at a price of $0.20 per share acquired and one share purchase warrant to acquire a third share at a price of $0.10 per share acquired. Each warrant has a two-year term. The Company also issued 3,100,000 units at a price of $0.03 per unit for proceeds of $93,000. Each unit is comprised of one share and one share purchase warrant to acquire a second share at a price of $0.20 per share acquired, with a two-year term on the attached warrant.

 

During the period July 1, 2018 to September 30, 2018, the Company issued 37,325,335 units at a price of $0.03 per unit for proceeds of $1,119,760. Each unit is comprised of one share and one share purchase warrant to acquire a second share at a price of $0.20 per share acquired, with a two-year term on the attached warrant.

 

During the period October 1, 2018 to December 31, 2018, the Company issued 13,225,900 units at a price of $0.03 per unit for proceeds of $396,777. Each unit is comprised of one share and one share purchase warrant to acquire a second share at a price of $0.20 per share acquired, with a two-year term on the attached warrant.

 

During the period January 1, 2019 to February 14, 2019, the Company issued 9,733,333 units at a price of $0.03 per unit for proceeds of $292,000. Each unit is comprised of one share and one share purchase warrant to acquire a second share at a price of $0.20 per share acquired, with a two-year term on the attached warrant.

 

Shares issued for services

 

During the period January 1, 2018 to March 31, 2018, the Company issued 567,867 shares at a price of $0.03 per share for services valued at $17,036. The Company also issued 750,000 shares at a price of $0.0325 per share for services valued at $24,375.

 

During the period April 1, 2018 to June 30, 2018, the Company issued 350,000 shares at a price of $0.029 per share for services valued at $10,150. The Company also issued 8,526,033 shares at a price of $0.03 per share for debt and services valued at $255,781.

 

During the period July 1, 2018 to September 30, 2018, the Company issued 750,000 shares at a price of $0.03 per share for services valued at $22,500.

 

During the period October 1, 2018 to December 31, 2018, the Company issued 308,840 shares at a price of $0.05 per share for services valued at $15,442. The Company also issued 333,334 shares at a price of $0.03 per share for services valued at $10,000.

 

Shares issued for note and interest payable conversions

 

During the period July 1, 2018 to September 30, 2018, the Company issued 1,802,882 shares at a price of $0.03 per share for the settlement of interest payable with a total value of $54,086. The Company also issued 2,917,649 shares at a price of $0.03 per share upon conversion of $87,529 of principal and interest due under the terms of a convertible promissory note and the balance of principal and interest due under that note after the conversion was nil.

 

During the period October 1, 2018 to December 31, 2018, the Company issued 506,056 shares at a price of $0.03 per share for the settlement of interest payable with a total value of $15,182. The Company also issued 843,419 shares at a price of $0.03 per share upon conversion of $25,303 of principal and interest due under the terms of a convertible promissory note and the balance of principal and interest due under that note after the conversion was nil.

 

During the period January 1, 2019 to February 14, 2019, the Company issued 8,083,557 shares at a price of $0.03 per share upon conversion of $242,507 of principal and interest due under the terms of a convertible promissory note and the balance of principal and interest due under that note after the conversion was nil.

Related Party Transactions – Convertible Promissory Notes

 

On June 30, 2018, the Company settled certain unpaid liabilities comprised of unpaid consulting fees and expenses for each of the CEO of 5BARz International, Inc. of $110,000, the Chairman of 5BARz International Inc. of $110,000 and the CEO of 5BARz India Private Limited of $110,000. The amounts were settled by the issuance of convertible notes, which bear interest at a rate of 8% per annum and are convertible on demand at a price of $0.03 per share. Each convertible note is provided along with a warrant to acquire an equal number of the conversion shares at a strike price of $0.20 per share and a similar issue of warrants at a strike price of $0.10 per share. Accordingly warrants to acquire an aggregate of 11,000,000 shares at a strike price of $0.20 and warrants were issued to acquire the same number of shares at a strike price of $0.10 were issued. The warrants have a term of 2 years.

 

 

Settlement of Convertible Promissory Notes

 

During the period subsequent to December 31, 2017 several convertible promissory notes were settled by way of litigation or settlement agreement as follows;

 

Note Reference

Balance

12/31/17

Settlement

Date

Settlement

Amount

Terms of Settlement
Note 8(b) $91,896 May 1, 2018 $110,448 Settlement of 3,681,600 shares and warrants at $0.20
Note 8(h) $82,802 August 16, 2018 $89,590 Litigation order, payment negotiation ongoing
Note 8(j) $75,616 Sept. 6, 2018 $110,472 Litigation order, payment negotiation ongoing.
Note 8(k) $66,667 February 9, 2018 $107,449 Litigation order, paid $30,000 Sept 7, 2018, balance due.
Note 8(O) $321,979 Sept 19, 2018 $321,979 Litigation order, Appealed - United States District Court

 

Each of the settlements and judgments reflected above terminate the note holders right to convert amounts due into common stock of the Company.

 

 

Other Litigation - Settlement

 

On October 19, 2018 the Company paid $25,000 as an initial payment in settlement of a stipulated judgment in favor of Ramona Featherby dba California Recovery Specialists. The stipulated judgment was in the amount of $130,000 and the settlement agreement provided for $105,000 to be paid in four monthly payments in full settlement of which $25,000 was paid, October 19, 2018. The balance due pursuant to the settlement agreement subsequent to the payment is $80,000.

 

Litigation

 

On June 7, 2018, a complaint was filed in the United States Court, Southern District of New York against 5BARz International, Inc. by EMA Financial LLC, a lender by way of convertible note in the principal amount of $110,000. The Note was entered into on July 30, 2015, see Note 8(m). The complaint requests specific performance under the agreements, claims breach of contract, injunctive relief, costs and attorney fees. On August 31, 2016, the Company had entered into a settlement agreement, which provided for a series of six (6) monthly settlement payments, in the aggregate amount of $188,500 in full settlement of the above referenced note. During the period to December 31, 2016, the Company paid $30,023 by way of the issuance of 389,910 shares. The balance reflected in the consolidated financial statements at December 31, 2016 was $158,477. During 2017, the Company remitted a further $96,659 in payments pursuant to the settlement agreement by way of three issuance of shares aggregating 1,431,447 common shares. At December 31, 2017, the balance due of $61,818 under the settlement agreement was reflected in the consolidated financial statements.

 

On January 8, 2019 a summary judgment was issued in the R Squared Partners, LLC vs 5BARz International, Inc., and Daniel Bland law suit. The summary judgment was awarded without opposition as the parties were actively engaged in settlement negotiations.  Accordingly, the Company is filing a motion vacate the order and or granting a motion to renew. The judgment awarded an interim order for breach of contract in the sum of $380,571 plus late fees in the amount of $2,987 accruing daily from March 16, 2016. The Company’s advisors hold that the judgment is based upon an agreement that charges interest at usury rates, illegal in the State of New York.

 

Incorporation of 5BARz Technologies Pte. Ltd.

 

On October 23, 2018 the Company incorporated a wholly owned subsidiary 5BARz Technologies Pte. Ltd., in Singapore, with the stated objective of the development of software and programming activities related to the Companies developing Big Data business.

Note 16 – Subsequent events

 

Sales of Common Stock

 

Shares issued for cash

 

During the period January 1, 2018 to March 31, 2018, the Company issued 2,998,800 units at a price of $0.03 per unit for proceeds of $89,964. Each unit is comprised of one share, one share purchase warrant to acquire a second share at a price of $0.20 per share acquired and one share purchase warrant to acquire a third share at a price of $0.10 per share acquired. Each warrant has a two-year term.

 

During the period April 1, 2018 to June 30, 2018, the Company issued 666,666 units at a price of $0.03 per unit for proceeds of $20,000. Each unit is comprised of one share, one share purchase warrant to acquire a second share at a price of $0.20 per share acquired and one share purchase warrant to acquire a third share at a price of $0.10 per share acquired. Each warrant has a two-year term. The Company also issued 3,100,000 units at a price of $0.03 per unit for proceeds of $93,000. Each unit is comprised of one share and one share purchase warrant to acquire a second share at a price of $0.20 per share acquired, with a two-year term on the attached warrant.

 

During the period July 1, 2018 to September 30, 2018, the Company issued 37,325,335 units at a price of $0.03 per unit for proceeds of $1,119,760. Each unit is comprised of one share and one share purchase warrant to acquire a second share at a price of $0.20 per share acquired, with a two-year term on the attached warrant.

 

During the period October 1, 2018 to December 31, 2018, the Company issued 13,225,900 units at a price of $0.03 per unit for proceeds of $396,777. Each unit is comprised of one share and one share purchase warrant to acquire a second share at a price of $0.20 per share acquired, with a two-year term on the attached warrant.

 

During the period January 1, 2019 to February 14, 2019, the Company issued 9,733,333 units at a price of $0.03 per unit for proceeds of $292,000. Each unit is comprised of one share and one share purchase warrant to acquire a second share at a price of $0.20 per share acquired, with a two-year term on the attached warrant.

 

Shares issued for services

 

During the period January 1, 2018 to March 31, 2018, the Company issued 567,867 shares at a price of $0.03 per share for services valued at $17,036. The Company also issued 750,000 shares at a price of $0.0325 per share for services valued at $24,375.

 

During the period April 1, 2018 to June 30, 2018, the Company issued 350,000 shares at a price of $0.029 per share for services valued at $10,150. The Company also issued 8,526,033 shares at a price of $0.03 per share for debt and services valued at $255,781.

 

During the period July 1, 2018 to September 30, 2018, the Company issued 750,000 shares at a price of $0.03 per share for services valued at $22,500.

 

During the period October 1, 2018 to December 31, 2018, the Company issued 308,840 shares at a price of $0.05 per share for services valued at $15,442. The Company also issued 333,334 shares at a price of $0.03 per share for services valued at $10,000.

 

Shares issued for note and interest payable conversions

 

During the period July 1, 2018 to September 30, 2018, the Company issued 1,802,882 shares at a price of $0.03 per share for the settlement of interest payable with a total value of $54,086. The Company also issued 2,917,649 shares at a price of $0.03 per share upon conversion of $87,529 of principal and interest due under the terms of a convertible promissory note and the balance of principal and interest due under that note after the conversion was nil.

 

During the period October 1, 2018 to December 31, 2018, the Company issued 506,056 shares at a price of $0.03 per share for the settlement of interest payable with a total value of $15,182. The Company also issued 843,419 shares at a price of $0.03 per share upon conversion of $25,303 of principal and interest due under the terms of a convertible promissory note and the balance of principal and interest due under that note after the conversion was nil.

 

During the period January 1, 2019 to February 14, 2019, the Company issued 8,083,557 shares at a price of $0.03 per share upon conversion of $242,507 of principal and interest due under the terms of a convertible promissory note and the balance of principal and interest due under that note after the conversion was nil.

  

Related Party Transactions – Convertible Promissory Notes

 

On June 30, 2018, the Company settled certain unpaid liabilities comprised of unpaid consulting fees and expenses for each of the CEO of 5BARz International, Inc. of $110,000, the Chairman of 5BARz International Inc. of $110,000 and the CEO of 5BARz India Private Limited of $110,000. The amounts were settled by the issuance of convertible notes, which bear interest at a rate of 8% per annum and are convertible on demand at a price of $0.03 per share. Each convertible note is provided along with a warrant to acquire an equal number of the conversion shares at a strike price of $0.20 per share and a similar issue of warrants at a strike price of $0.10 per share. Accordingly warrants to acquire an aggregate of 11,000,000 shares at a strike price of $0.20 and warrants were issued to acquire the same number of shares at a strike price of $0.10 were issued. The warrants have a term of 2 years.

 

Settlement of Convertible Promissory Notes

 

During the period subsequent to December 31, 2017 several convertible promissory notes were settled by way of litigation or settlement agreement as follows;

 

Note Reference  

Balance

12/31/17

 

Settlement

Date

 

Settlement

Amount

  Terms of Settlement
Note 8(b)   $ 91,896     May 1, 2018   $ 110,448     Settlement of 3,681,600 shares and warrants at $0.20
Note 8(h)   $ 82,802     August 16, 2018   $ 89,590     Litigation order, payment negotiation ongoing
Note 8(j)   $ 75,616     Sept. 6, 2018   $ 110,472     Litigation order, payment negotiation ongoing.
Note 8(k)   $ 66,667     February 9, 2018   $ 107,449     Litigation order, paid $30,000 Sept 7, 2018, balance due.
Note 8(O)   $ 321,979     Sept 19, 2018   $ 321,979     Litigation order, Appealed - United States District Court

 

Each of the settlements and judgments reflected above terminate the note holders right to convert amounts due into common stock of the Company.

 

Other Litigation - Settlement

 

On October 19, 2018 the Company paid $25,000 as an initial payment in settlement of a stipulated judgment in favor of Ramona Featherby dba California Recovery Specialists. The stipulated judgment was in the amount of $130,000 and the settlement agreement provided for $105,000 to be paid in four monthly payments in full settlement of which $25,000 was paid, October 19, 2018. The balance due pursuant to the settlement agreement subsequent to the payment is $80,000.

 

Litigation

 

On June 7, 2018, a complaint was filed in the United States Court, Southern District of New York against 5BARz International, Inc. by EMA Financial LLC, a lender by way of convertible note in the principal amount of $110,000. The Note was entered into on July 30, 2015, see Note 8(m). The complaint requests specific performance under the agreements, claims breach of contract, injunctive relief, costs and attorney fees. On August 31, 2016, the Company had entered into a settlement agreement, which provided for a series of six (6) monthly settlement payments, in the aggregate amount of $188,500 in full settlement of the above referenced note. During the period to December 31, 2016, the Company paid $30,023 by way of the issuance of 389,910 shares. The balance reflected in the consolidated financial statements at December 31, 2016 was $158,477. During 2017, the Company remitted a further $96,659 in payments pursuant to the settlement agreement by way of three issuance of shares aggregating 1,431,447 common shares. At December 31, 2017, the balance due of $61,818 under the settlement agreement was reflected in the consolidated financial statements.

 

On January 8, 2019 a summary judgment was issued in the R Squared Partners, LLC vs 5BARz International, Inc., and Daniel Bland law suit. The summary judgment was awarded without opposition as the parties were actively engaged in settlement negotiations.  Accordingly, the Company is filing a motion vacate the order and or granting a motion to renew. The judgment awarded an interim order for breach of contract in the sum of $380,571 plus late fees in the amount of $2,987 accruing daily from March 16, 2016. The Company’s advisors hold that the judgment is based upon an agreement that charges interest at usury rates, illegal in the State of New York.

 

Incorporation of 5BARz Technologies Pte. Ltd.

 

On October 23, 2018 the Company incorporated a wholly owned subsidiary 5BARz Technologies Pte. Ltd., in Singapore, with the stated objective of the development of software and programming activities related to the Companies developing Big Data business.