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The foregoing description of the terms of Share Purchase Agreement does not purport to be complete and is subject to , and qualified in its entirety by reference to such agreements which are filed herewith as Exhibit 10.4 and are incorporated herein by reference .
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17 - SALE OF U.S. OPERATIONS Effective November 30 , 2015 ( 11:59pm ) , the Company entered into an Asset Purchase Agreement with eVance Processing Inc. ( " eVance " ) to divest its Calpian Commerce business segment and certain other U.S. residual portfolio assets of MoneyOnMobile , Inc. , including Calpian Residual Acquisition , LLC and its equity investment in Calpian Granite Hill , L.P.
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On April 12 , 2016 , the Company and eVance entered into a purchase price adjustment agreement and a cancellation of securities acknowledgment with one of eVance ’ s note holders whereby the note holder canceled their note in the amount of $ 720,084 , which was subsequently reissued by the Company to the note holder .
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Additionally , the Company issued eVance a note in the amount of $ 675,000 .
{'DebtInstrumentFaceAmount': ['675,000']}
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The $ 675,000 note bears interest of 12 % per annum payable monthly , matures on November 30 , 2017 and is secured by 2,000,000 shares of the Company 's common stock .
{'DebtInstrumentFaceAmount': ['675,000'], 'DebtInstrumentInterestRateStatedPercentage': ['12']}
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These common share were issued subsequent to March 31 , 2016 and are maintained in escrow .
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eVance , as successor under one of these residual purchase agreements , has sued a third party for breach of contract on the residual purchase agreement between the third party and the Company and has claimed damages in excess of $ 1,500,000 .
{'LossContingencyEstimateOfPossibleLoss': ['1,500,000']}
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eVance has agreed to apply any recovery from such litigation ( less costs ) against the principle balance of the $ 675,000 note issued by the Company up to a maximum of $ 675,000 .
{'DebtInstrumentFaceAmount': ['675,000', '675,000']}
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ASC 360 - 10 - 45 - 9 requires that a long - lived asset ( disposal group ) to be sold shall be classified as held for sale in the period in which a set of criteria have been met , including criteria that the sale of the asset ( disposal group ) is probable and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn .
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This criteria was achieved on June 30 , 2015 .
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47 Table of Contents The major classes of assets and liabilities included as part of discontinued operations in the consolidated balance sheet : The Company 's calculation of Loss on sale of its U.S. Operations , recorded in its consolidated statements of operations and comprehensive loss for the year ended March 31 , 2016 .
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The balances for assets and liabilities below represent the Company 's carrying value as of November 30 , 2015 .
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48 Table of Contents The major classes of line items constituting the after - tax gain on discontinued operations in the consolidated statements of operations and comprehensive loss for the years ended March 31 : ( 1 ) - As the Company 's U.S. Operations were divested on November 30 , 2015 , the financial information presented above includes only eight month results for the periods within the current fiscal year .
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The following information presents the major classes of line items constituting significant operating and investing cash flow activities in the consolidated statements of cash flows relating to discontinued operations for the years ended March 31 , 2016 and 2015 .
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See note 18 : Supplemental Cash Flow for non - cash transactions .
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In connection with these issuances of the Series D Preferred , the Company issued warrants to purchase 385,384 shares of Common Stock at an exercise price of $ 0.75 per share .
{'ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1': ['0.75']}
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And , as part of the sale of the U.S. Operations the Company issued 2,000,000 common shares to an escrow account as security for its note payable issued to the buyer .
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Departure of Directors / Appointment of Directors In May 2016 , Laird Cagan resigned his position as a member of the Board and any other positions he held within the Company and its subsidiaries .
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In May 2016 , the Company 's Board of Directors elected Dr. David Utterback as a member of the Board in order to fill the vacant position resulting from the resignation of Craig Jessen .
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In connection with Dr. Utterback ’ s election as a member of the Board , the Company agreed to issue Dr. Utterback a five year warrant to purchase 50,000 shares of the Company ’ s common stock at an exercise price of $ 0.535 , the closing price of the Company ’ s common stock on May 20 , 2016 .
{'ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1': ['0.535']}
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In May 2016 , the Company 's Board of Directors elected Jim McKelvey was elected as a member of the Board to fill the vacant position resulting from the resignation of Laird Cagan .
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In connection with Mr. McKelvey ’ s election as a member of the Board , the Company agreed to issue Mr. McKelvey a five year warrant to purchase 200,000 shares of the Company ’ s common stock at an exercise price of $ 0.535 , the closing price of the Company ’ s common stock on May 20 , 2016 .
{'ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1': ['0.535']}
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Repurchase liability - Noncontrolling interest investment In July , 2016 , the Company made paid Hall $ 100,000 to extend the Company 's repurchase date of Hall 's Noncontrolling interest investment in DPPL .
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See note 16 : Commitments and Contingencies for additional information .
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50 Table of Contents ITEM 9
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6 Table of Contents MONEY ON MOBILE , INC . AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS1 - BASIS OF PRESENTATION Certain information and footnote disclosures normally included in consolidated financial statements in accordance with U.S. GAAP have been omitted pursuant to requirements of the U.S. Securities and Exchange Commission ( “ SEC ” ) .
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A description of our accounting policies and other financial information is included in our audited consolidated financial statements filed with the SEC on Form 10-K for the year ended March 31 , 2016 .
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The disclosures included in our accompanying interim financial statements and footnotes should be read in conjunction with our consolidated financial statements and notes thereto included in the Annual Report on Form 10-K . Operating results for the three months ended June 30 , 2016 are not necessarily indicative of the results that may be expected for the year ending March 31 , 2017 .
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Disposition of Assets On November 30 , 2015 , the Company consummated the sale of Calpian Commerce , Inc. and certain other U.S. portfolio assets .
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See note 16 - Sale of U.S. Operations for additional information .
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The Company evaluated these derivatives to assess their proper classification in the consolidated balance sheets using the applicable classification criteria enumerated under ASC 815-Derivatives and Hedging .
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As of June 30 and March 31 , 2016 we did not have any outstanding convertible instruments that would be classified as a derivative .
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2011 - 08 , Goodwill and Other ( Topic 350 ) : Testing Goodwill for Impairment , issued by the Financial Accounting Standards Board ( FASB ) .
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Capitalized costs for software available for sale are amortized over the greater of the amounts computed for the ( 1 ) expected revenue to total anticipated revenue or ( 2 ) straight line basis over its estimated useful life .
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The weighted average amortization period is five years for customer lists , acquisition costs and trademarks , five years for internal use software , three years for software developed for resale and domain names are not amortized .
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There were no adjustments to the carrying value or useful lives of long - lived assets ( other than goodwill ) during the three months ended June 30 , 2016 or 2015 .
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Revenue Recognition The Company recognizes revenue when ( 1 ) persuasive evidence of an arrangement exists ; ( 2 ) delivery has occurred or services have been performed ; ( 3 ) the price is fixed or determinable ; and ( 4 ) collectability is reasonably assured .
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See footnote 15 for additional details .
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Recent Accounting Pronouncements In May 2014 , the Financial Accounting Standards Board ( " FASB " ) issued Accounting Standards Update ( " ASU " ) 2014 - 09 , Revenue from Contracts with Customers , which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers .
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On July 2015 , the FASB deferred the effective date of the new revenue recognition standard by one year .
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We are evaluating the effect that ASU 2014 - 09 will have on our consolidated financial statements and related disclosures .
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In February 2016 , the FASB issued its final lease accounting standard , FASB Accounting Standard Codification ( " ASC " ) Topic 842 , Leases , which requires lessees to reflect most leases on their balance sheet as assets and obligations .
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The effective date for the standard is for fiscal years beginning after December 15 , 2018 .
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We are evaluating the effect that ASC 842 will have on our consolidated financial statements and related disclosures .
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In March 2016 , the FASB issued ASU 2016 - 09 , Improvements to Employee Share - Based Payment Accounting , which simplifies the accounting for income taxes , among other changes , related to stock - based compensation .
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We are evaluating the effect that ASU 2016 - 09 will have on our consolidated financial statements . There are no other recently issued accounting pronouncements not yet adopted or recently issued pronouncements that we expect to have a material effect on the presentation or disclosure of our future consolidated operating results , cash flows or financial condition .
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9 Table of Contents MONEY ON MOBILE , INC . AND SUBSIDIARIES 3 - OTHER CURRENT ASSETS 4 - PROPERTY AND EQUIPMENT For the three months ended June 30 , 2016 and 2015 , depreciation expense was $ 62,624 and $ 79,325 , respectively .
{'Depreciation': ['62,624', '79,325']}
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5 - GOODWILL The following table is a reconciliation of the carrying value of goodwill : 6 - OTHER INTANGIBLE ASSETS , NET Other intangible assets subject to amortization consisted of the following : 10 Table of Contents MONEY ON MOBILE , INC . AND SUBSIDIARIES For the three months ended June 30 , 2016 and 2015 , the weighted average amortization period is approximately 5 years .
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For the three months ended June 30 , 2016 and 2015 , amortization expense was $ 131,522 and $ 160,326 , respectively .
{'AmortizationOfIntangibleAssets': ['131,522', '160,326']}
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7 - ACCRUED LIABILITIES 10 - DEBT 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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11 Table of Contents MONEY ON MOBILE , INC . AND SUBSIDIARIES 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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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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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 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 and is collateralized by the building .
{'DebtInstrumentInterestRateEffectivePercentage': ['11.10']}
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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 .
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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 June 30 and March 31 , 2016 measured at fair value on a recurring basis .
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12 Table of Contents MONEY ON MOBILE , INC . AND SUBSIDIARIES 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 June 30 , and March 31 , 2016 : 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 three months ended June 30 , 2016 and 2015 , the Company issued shares of its common stock in connection with its financing activities and for services received , including exercised warrants totaling 498,707 and 2,952,084 , respectively .
{'StockIssuedDuringPeriodSharesNewIssues': ['498,707', '2,952,084']}
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In April 2016 as part of the sale of the U.S. Operations the Company issued 2,000,000 common shares to an escrow account as security for its note payable issued to the buyer .
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Convertible Preferred Stock During the three months ended June 30 , 2016 , the Company issued 1,542 shares of its Series D Convertible Preferred Stock ( the “ Series D Preferred ” ) , par value $ 0.001 per share and a stated value of $ 1,000 per share .
{'StockIssuedDuringPeriodSharesNewIssues': ['1,542']}
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In connection with the issuance of the Series D Preferred , the Company issued warrants to purchase 385,384 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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13 Table of Contents MONEY ON MOBILE , INC . AND SUBSIDIARIES During the three months ended June 30 , 2016 , the Company issued 2,330 shares of its Series E Convertible Preferred Stock ( the “ Series E Preferred ” ) , par value $ 0.001 per share and a stated value of $ 1,000 per share .
{'StockIssuedDuringPeriodSharesNewIssues': ['2,330']}
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In the event the Company 's Common Stock is uplisted to a major stock exchange , all outstanding Series E Preferred will be automatically converted into Common Stock at a conversion price equal to $ 1.34 .
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Warrants During the three months ended June 30 , 2016 , and in connection with financing activities and service agreements , a total of 1,096,384 warrants were issued .
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At June 30 , 2016 , 22,469,455 warrants outstanding for our common stock with exercise prices ranging from $ 0.01 to $ 3.00 per share ( $ 0.7 weighted average ) expire in fiscal years as follows : 22,500 in 2017 ; 1,662,925 in 2018 ; 4,441,531 in 2019 ; 1,384,069 in 2020 ; 11,662,046 in 2021 ; 385,384 in 2022 , and 2,911,000 in 2026 .
{'ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1': ['0.01', '3.00']}
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The following table summarizes the changes in warrants for the three months ended June 30 , 2016 : For the three months ended June 30 , 2016 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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Selling , general and administrative expenses relating to warrants issued for services totaled $ 306,451 and $ 155,100 for the three months ended June 30 , 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 three months ended June 30 : 2011 Equity Incentive Plan The 2011 Equity Incentive Plan ( “ 2011 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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On June 1 , 2016 , the Company filed a Form S-8 with the U.S. Securities and Exchange Commission to register its 2016 Equity Incentive Plan ( “ 2016 Plan ” ) , which registered 3,000,000 shares of the 6,000,000 shares issuable under the plan .
{'CommonStockCapitalSharesReservedForFutureIssuance': ['3,000,000'], 'ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAuthorized': ['6,000,000']}
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14 Table of Contents MONEY ON MOBILE , INC . AND SUBSIDIARIES Stock Options We estimate the fair value of stock options granted using the Black - Scholes option valuation model . The expected life of options represents the period of time the options are expected to be outstanding and other subjective factors .
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During the three months ended June 30 , 2016 and 2015 , the Company awarded zero and 250,000 stock options for shares of common stock .
{'ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross': ['250,000']}
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Stock - based compensation expense included in selling , general and administrative expenses was $ 0 and $ 124,375 for the three months ended June 30 , 2016 and 2015 .
{'AllocatedShareBasedCompensationExpense': ['0', '124,375']}
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No options were issued during the three months ended June 30 , 2016 .
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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 for the grants during the three months ended June 30 , 2015 : The following table summarizes the changes in equity available for grant under the Company 's Option Plans , comprised of stock options for the three months ended June 30 , 2016 : 13 - ( LOSS ) PER SHARE Basic ( loss ) 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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15 Table of Contents MONEY ON MOBILE , INC . AND SUBSIDIARIES The computation of basic and diluted loss per share as of June 30 , 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 ( loss ) per share as of June 30 , 2016 and 2015 are as follows : 14 - RELATED PARTIES Support Services and Advances ART has provided the Company , since its startup period , with certain support services .
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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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See note 15 : Commitments for additional details .
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Cagan McAfee Capital Partners , LLC The amounts due relating to an expired management advisory agreement , including interest , totaled $ 761,805 and $ 711,805 as of June 30 and March 31 , 2016 , respectively , and is recorded in Related party payables in the Company ’ s condensed consolidated balance sheets .
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