Quarterly report pursuant to Section 13 or 15(d)

Subsequent Events

Subsequent Events
6 Months Ended
Jun. 30, 2017
Subsequent Events



On August 9, 2017, the Company issued 121,503 shares to attorneys and a former director for services provided.  These shares were authorized, but unissued at June 30, 2017.


On July 31, 2017, the Company sold an unrestricted license to its payment service provider (“PSP”) software for a total $30,000 to be paid in 3 tranches.  $10,000 is held in escrow effective July 31, 2017 until closing on August 31, 2017.  $10,000 is to be paid on September 18, 2017 and on October 18, 2017.


On July 28, 2017, the Company signed an agreement to sell its portfolio of merchant accounts for a total of $341,021.52, with an effective date of June 30, 2017.  The Buyer paid $238,715.06 to the Company at closing.  The remainder of the purchase price of $102,306.46 will be released subject to certain performance metrics of the portfolio.  Up to half will be released after 18 months, and up to half released after 24 months after Closing.


On July 10, 2017, Frank Knuettel, II resigned from Spindle, Inc.’s Board of Directors (the “Board”) and as the Chairman of the Board for personal reasons. Mr. Knuettel’s resignation was not due to any dispute with the Company.  After Mr. Knuettel’s resignation, the Board unanimously appointed Dr. Jack Scott, the Company’s current Chief Executive Officer, as Chairman.


On July 1, 2017, the Board of the Company appointed Mr. Habib Yunus as Chief Financial Officer (“CFO”) effective July 1, 2017 replacing interim Chief Financial Officer John Devlin, who concurrently resigned from the CFO position. Mr. Devlin will remain as a member of the Board.  Mr. Yunus will earn a salary of $150,000 per annum with bonuses to be later determined.  Mr. Yunus has served as a director of the Company since February 1, 2017, is a Certified Public Accountant and has more than 15 years of experience in accounting, finance and investing.  Most recently, Mr. Yunus served as the Chief Financial Officer and Senior Vice President of Nasdaq listed Payment Data Systems, Inc. from March 03, 2015 to December 30, 2016. He successfully led the company’s uplisting from the OTC Market to NASDAQ while managing its public reporting requirements including SEC filings, corporate governance and forecasting.  Prior to joining Payment Data, he was the Managing Director and Founder of W Energy Advisory LLC since January 2013, focused on advising clients on energy investments, joint venture transactions, project management and market research in North America for Asian investors. Before founding W Energy Advisory, from September 2010 to January 2013, he was the Lead Project Manager for Toyota Tsusho America, Inc., where in 2012 he originated and negotiated a $602 million joint venture between Toyota Tsusho Corporation (Japan) and Encana Corporation. Prior to his position at Toyota Tsusho America, Inc., he served as the Head of Tax and Special Assistant to the Chief Financial Officer of Shinsei Bank Ltd. in Tokyo, Japan from July 2006 to June 2010.  Mr. Yunus worked for Deloitte Tax from 1999 to 2006 in Atlanta and Tokyo.  Mr. Yunus holds a B.S. in Accounting and Masters of Accounting (Tax specialization) degrees from the University of Florida.


As previously reported  on a Current Report on Form 8-K filed on August 10, 2016 with the Securities and Exchange Commission, on August 2, 2016, Spindle filed a lawsuit in the United States District Court for the District of Arizona, case 2:16-cv-02613-MHB (Spindle, Inc., a Nevada Corporation vs. William Clark and Joann Clark, husband and wife; Sean Tate and Patricia La Due-Tate, husband and wife; Justin Clark, an individual; and Phasive, Inc., an Arizona corporation, collectively, the “Parties”).  On June 23, 2017, the Parties entered into a Settlement Agreement and Mutual Release (the “Settlement Agreement”) whereby the Parties agreed to dismiss all claims and counter-claims which became effective on July 11, 2017. The Parties specifically deny all allegations against them, respectively, whether by direct claim, counter-claim or cross-claim. As part of the Settlement Agreement, a third party agreed to purchase all shares of the Company’s common stock owned by the Parties adverse to the Company for an undisclosed amount.


On February 14, 2017, the Company sold a patent license revenue stream pursuant to a License Agreement with goEmerchant, LLC (“goEmerchant”). The patents which were the subject of the revenue stream expired on or about February 5, 2016. On February 20, 2017, goEmerchant contacted the Company asking for repayment of $54,784.43 (the “Repayment Amount”). The Company disputes the amount owed and believes there are additional payment obligations owed from goEmerchant to the Company which more than offsets the Repayment Amount.  The Company intends to enforce all its rights under the License Agreement and collect any obligations owed to it. As of June 30, 2017, the issue is still ongoing and has not been resolved.