Quarterly report pursuant to Section 13 or 15(d)

Note 15 - Convertible Notes Payable

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Note 15 - Convertible Notes Payable
6 Months Ended
Dec. 31, 2012
Debt Disclosure [Text Block]
NOTE 15 – CONVERTIBLE NOTES PAYABLE

The net outstanding balance of convertible notes as of December 31 and June 30, 2012 is as follows:

Issue Date
 
Balance net of BCF @
12/31/12
   
Current
Portion
   
Long Term
 
 Maturity
Date
                     
Sep-12
    2,656,245       2,656,245       -  
Sep-13
                           
Total
    2,656,245       2,656,245       -    

Issue Date
 
Balance net of BCF @
6/30/12
   
Current
Portion
   
Long Term
 
 Maturity
Date
                           
Sep-11
    3,745,457       2,809,093       936,364.25  
Sep-13
                           
Total
    3,745,457       2,809,093       936,364.25    

For the periods ended December 31, 2012 and 2011, the interest accrued on convertible notes was $282,600 and $198,762, respectively.

(A) 2011 CONVERTIBLE DEBT

On September 13, 2011, NetSol Technologies, Inc. entered into a purchase agreement to sell convertible notes with a total principal value of $4,000,000 and warrants to purchase shares of common stock to an investment fund managed by CIM Investment Management Limited and another accredited investor. The notes have a 2 year maturity date and are convertible into shares of common stock at the initial conversion price of $8.95 per share. The warrants entitle the investors to acquire a total of 140,845 shares of common stock, have a 5 year term, and have an initial exercise price of $8.95 per share. The Notes and Warrant terms contain standard anti-dilution protection.  The Company raised new capital through a follow on offering under its registered shelf offering on form S-3 in March 2012 and as a result, the conversion price of note and exercise price of warrants has been adjusted downward from $8.95 to $7.73. Resultantly, the number of warrants has also been increased to 163,021.  The proceeds of the Note were assigned between warrants and convertible note per ASC 470-20. The Company recorded $401,648 capitalized financing cost and discount of $19,665 on shares to be issued upon conversion of note into equity.

On September 13, 2012, the parties replaced the note with a new note for the same principal amount, an elimination of a shareholders’ receivable condition, a decrease in the interest rate and a decrease in the conversion price from $7.73 to $4.93.

From July 1, 2012 to the date of exchange, the company accrued interest amounting to $144,000 at default rate due to non-compliance of one of the note provisions.

The Company has expensed out balance amount of financing cost and discount $254,543 on the old note at the date of replacement and recorded a further discount of $381,339 which will be amortized over remaining life of note. However due to partial conversion of notes worth $1,150,000 till December 31, 2012, out of this discount, a total amount of $187,584 has been expensed out in these consolidated financial statements. Due to the reduction in conversion price the number of warrants has also been adjusted to the 168,943.