Quarterly report pursuant to Section 13 or 15(d)

OTHER INVESTMENTS, AT COST

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OTHER INVESTMENTS, AT COST
3 Months Ended
Mar. 31, 2015
Notes to Financial Statements  
NOTE I - OTHER INVESTMENTS, AT COSTS

In May 2013, as part of the acquisition of the Mirror Worlds Patent Portfolio (see Note J[2]), the Company acquired from Mirror Worlds, LLC 250,000 shares of common stock of Lifestreams Technologies Corporation (“Lifestreams”), a company engaged in the development of next generation applications and methodologies designed to organize and display digital data.  In July 2013, the Company made an additional investment of $50,000 in Lifestreams as part of a financing and received 123,456 shares of Series A preferred stock and, as part of an amended license agreement between the Company’s wholly-owned subsidiary and Lifestreams, the Company received a warrant to purchase 1,305,000 shares of common stock of Lifestreams.  The warrant was valued at $70,000 based on the Black-Scholes option model and recorded as non-cash royalty income during 2013.  In March 2014, the Company participated in a $2.0 million secured convertible notes (the “Notes”) financing of Lifestreams by agreeing to invest an aggregate of $380,000 in four equal tranches (the first tranche of $95,000 was paid at closing).  In May 2014, August 2014 and December 2014, the Company made additional investments of $95,000 each as part of the second, third and fourth tranche of the investment.

 

The Notes all matured on March 31, 2015.  Since there was no “qualified financing” (gross proceeds of a minimum of $3.0 million) or optional conversion of the Notes by March 31, 2015, in accordance with the terms of the Notes the Company and the other holders of the Notes may elect to convert the Notes into the most senior outstanding preferred stock at 80% of the conversion price of such preferred stock.  The Company has not made such election.  In addition, if the majority holders of the Notes elect to convert the Notes, the other holders of the Notes (including the Company) are required to convert.  Since the Company owns less than 20% of the outstanding equity of Lifestreams at March 31, 2015 and does not have significant influence or control, the Company’s investment in Lifestreams is recorded at cost.  Management’s assessment of value at March 31, 2015 was that it was not practicable to determine the fair value of the Company’s investment in Lifestreams as it has no readily determinable market value.  At March 31, 2015, the Company’s investment in Lifestreams, which is included in “Other investments, at cost” on the condensed consolidated balance sheets, consists of the following:

 

   

Number of

 Shares

   

Carrying 

 Value 

 
Common Stock     250,000     $ 76,000  
Series A Preferred Stock     123,456       50,000  
Warrant     1,305,000       70,000  
Convertible Secured Notes            380,000  
            $  576,000