UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported): January 19, 2015
Intelligent
Living America, Inc.
(Exact name of
registrant as specified in its charter)
| Nevada |
000-54026 |
36-4794823 |
| (State or Other
Jurisdiction |
(Commission |
(I.R.S. Employer |
| of Incorporation) |
File Number) |
Identification
No.) |
299 Alhambra
Circle, Suite 512
Coral Gables,
FL 33134
(Address of Principal
Executive Offices) (Zip Code)
800.800.5487
(Registrant’s
telephone number, including area code)
80 SW 8th Street,
Suite 1870
Miami,
FL 33130
(Former name
or former address, if changed since last report)
Check the appropriate box below if
the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425) |
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| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
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| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Item
1.01. Entry into a Material Definitive Agreement.
On
January 19, 2015 the Company entered into an agreement with New Castle County Services, Inc. to satisfy the $850,000 convertible
note payable and related accrued interest of $72,314, in exchange for 4,000,000 shares of the Company’s $0.001 par value
common stock. The note and related interest was converted into common stock at an effective share price of $0.229 per share.
The
agreement and the related settlement agreement are attached hereto as Exhibits 10.6 and 10.7, respectively.
Item
7.01 Regulation FD Disclosure.
On January 20,
2015 we issued a press release announcing the consummation of the transaction with New Castle County Services, Inc. The
press release is furnished hereto as Exhibit 99.1.
Pursuant to General
Instruction B.2 of Form 8-K, the information in this Item 7.01 of Form 8-K, including Exhibit 99.1, is being furnished and shall
not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise
be subject to the liabilities of that section, nor is it incorporated by reference into any filing of Intelligent Living America,
Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof, regardless
of any general incorporation language in such filing.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
Set
forth below is a list of exhibits to this Current Report on Form 8-K:
| Exhibit No.: |
Description: |
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| 10.6 |
Amendment to New Castle County Services $850,000 Convertible note
payable |
| 10.7 |
Settlement Agreement with New Castle County Services, Inc. |
| 99.1 |
Press Release date January 20, 2015 |
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto
duly authorized.
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| Date: January 21, 2015 |
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Intelligent Living America,
Inc. |
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By: |
/s/
Paul Favata |
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Paul Favata, President |
Exhibit 10.6
FIRST
AMENDMENT TO
CONVERTIBLE PROMISSORY NOTE
$850,000.00
January 19, 2015
This
First Amendment (“First Amendment”) to Convertible Promissory Note (“NCCS Takeback
Note”) is entered into as of the 19th day of January, 2015 (the "Effective Date")
by and among INTELLIGENT LIVING AMERICA INC., a Nevada corporation, successor by merger to Feel Golf Co., Inc. (“ILIV
America”) and NEW CASTLE COUNTY SERVICES INC., a Delaware corporation (“NCCS”),
Holder.
RECITALS:
Recital
1. Feel Golf Co., Inc. a California corporation (“Feel Golf California”) executed the NCCS Takeback
Note in the principal amount of $850,000.00 on or about May 10, 2013; and
Recital
2. ILIV America and NCCS wish to amend the NCCS Takeback Note through this First Amendment.
NOW
THEREFORE, in consideration of the Recitals above, the covenants below, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:
| 1. |
SUBSTITUTION OF ILIV AMERICA. |
Feel
Golf California was the original maker of the NCCS Takeback Note. ILIV America is the successor to Feel Golf California and, as
such wishes to be substituted in the NCCS Takeback Note as a Maker thereof, through this First Amendment, and NCCS accepts ILIV
America as Maker.
| 2. |
AMENDMENT OF THE NCCS TAKEBACK NOTE. Paragraph
5 of the NCCS Takeback Note provides as follows: “5.Conversion. |
| a. |
Optional Conversion. Payee, in its sole
discretion, may elect to convert any part of the Indebtedness into Common Stock of Maker (the "Conversion Shares")
at any time at the Market Price (as defined in Section 5.b. below); provided, however, that if the beneficial ownership of
Payee and its affiliates in Maker shall exceed 4.9% of the outstanding Common Stock of Maker (including the Conversion Shares)
(the "Threshold Amount"), then Maker shall hold back a sufficient amount of Conversion Shares so that Payee does
not exceed the Threshold Amount until Payee provides sixty one days notice to Maker of his desire to receive the Conversion
Shares despite exceeding the Threshold Amount. All of the Indebtedness under the Note shall be considered paid in full upon
Maker's notice to Payee of its desire to convert such Indebtedness pursuant to this Section 5 (the "Conversion Notice").
For purposes this Section 5, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange
Act of 1934, as amended, and Regulations 13D-G. |
| b. |
Market
Price. For purposes of Section 5.a. "Market Price" means the average of the Trading Prices
(as defined below) for the Common Stock during the ten (10) Trading Day period ending one Trading Day
prior to the date the Conversion Notice is received by the Maker from the Payee (the "Conversion
Date"). "Trading Price" means, for any security as of any date, the closing price on
the principal securities exchange or trading market where such security is listed or traded or, if
no closing price of such security is available, the Trading Price shall be the fair market value as
determined in the sole discretion by the Maker. "Trading Day" shall mean any day on which
the Common Stock is traded.”
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Paragraph 5 of the NCCS Takeback Note is hereby
amended by deleting the previous Paragraph 5 quoted immediately above, and inserting in its place the following: |
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“5. NCCS shall convert and hereby irrevocably does convert
this NCCS Takeback Note to 4,000,000 freely tradable shares of ILIV America Common Stock on the following terms: |
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| A. |
First Tranche. 3,500,000 shares of Common Stock of
ILIV America shall be issued on the Effective Date; and |
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| B. |
Second Tranche. 500,000 shares of Common Stock of
ILIV America shall be issued three (3) months from the Effective Date |
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| C. |
Financial Risks. NCCS acknowledges that it is able
to bear the financial risks associated with an investment in the securities being issued to NCCS. NCCS is capable of evaluating
the risks and merits of an investment in the securities being issued by virtue of its experience and its knowledge, experience,
and sophistication in financial and business matters generally. NCCS warrants that it is able to bear the complete loss of
its investment in the securities being issued to NCCS. |
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| D. |
Not a Public Offering. The securities being issued
to NCCS pursuant to the NCCS Takeback Note are exempted from registration under Section 4(a)(2) of the Securities Act
of 1933 [formerly known as Section 4(2)] because this is a transaction by an issuer not involving any public offering.
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| E. |
Not
More than 4.99%. Under no circumstances shall NCCS become the equitable owner of more than
4.99% of the ILIV Companies or ILIV America, consistent with the NCCS Takeback Note.”
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| 3. |
CONSTRUCTION OF FIRST AMENDMENT.
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To
the extent this First Amendment is inconsistent with the NCCS Takeback Note, this First Amendment shall prevail. Otherwise the
NCCS Takeback Note, with ILIV America having been substituted as Maker, shall continue in full force and effect, with the express
understanding of the parties that their intent is for NCCS to mandatorily and irrevocably convert the NCCS Takeback Note to common
stock, in accordance with this First Amendment.
IN
WITNESS WHEREOF, Intelligent Living America Inc., a Nevada corporation, and New Castle County Services, Inc., a Delaware corporation,
have executed this First Amendment to Convertible Promissory Note by their respective duly authorized officers as of the 5th day
of January, 2015.
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ILIV America, AS MAKER: |
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Intelligent Living America Inc., |
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a Nevada corporation |
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| Date: 01/19/15 |
By: /s/ Paul Favata |
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Paul Favata, President |
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NCCS, AS HOLDER: |
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New Castle County Services Inc., |
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a Delaware corporation |
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| Date: 01/19/15 |
By: /s/ Michael Goldin |
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Michael Goldin |
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Exhibit 10.7
SETTLEMENT AGREEMENT AND MUTUAL RELEASE
THIS
SETTLEMENTAGREEMENT AND MUTUAL RELEASE (the"Agreement"), is entered into as of the 19th day of
January, 2015 (the "Effective Date") by and among NEW CASTLE COUNTY SERVICES INC., a
Delaware corporation (“NCCS”), and MICHAEL GOLDIN, individually
(“Goldin”) (NCCS and Goldin shall be referred to jointly, severally, or jointly and
severally, as the context requires, as the “Goldin Parties”), parties of the first
part; and INTELLIGENT LIVING AMERICA INC., a Nevada corporation (“ILIV
America”); and INTELLIGENT LIVING INC., a Nevada corporation (“ILIV
Nevada”) (ILIV America and ILIV Nevada shall be referred to jointly, severally, or jointly and severally,
as the context requires, as the “ILIV Companies”), parties of the second part.
RECITALS:
Recital 1. By Acquisition
Agreement dated May 10, 2013, NCCS sold the Mind 360 assets (“Mind 360 Assets”), which are computer
game assets, including website
domains, website code for site functionality,
content, graphics, games, and other assets to FEEL GOLF CO., INC., a California corporation (“Feel Golf California”)
(“NCCS Sale of Mind 360 Assets to Feel Golf California”).
Goldin personally joined in the
NCCS Sale of Mind 360 Assets to Feel Golf
California to evidence that he was personally making representations for NCCS.
Recital 2. Under
the NCCS Sale of Mind 360 Assets to Feel Golf California, Feel Golf California agreed to pay to NCCS $150,000.00 not later than
November 10, 2014 and agreed to sign a convertible promissory note for
$850,000.00 (“NCCS
Takeback Note”)
for a total consideration of $1,000,000.00.
Recital 3. A dispute
arose between the parties, and the parties have agreed to enter into this Agreement to resolve their differences with respect to
the NCCS Sale of Mind 360 Assets.
Recital 4. ILIV America
merged into Feel Golf California, trading as Intelligent Living, Inc., a California corporation, with ILIV America being the surviving
corporation.
Recital 5. The parties
they have the necessary authority to enter into this Agreement and the ILIV Companies further represent
that the transaction described below is lawful.
NOW THEREFORE, in
consideration of the Recitals above, the covenants below, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:
| 1. | INCORPORATION OF RECITALS. |
The Recitals above are incorporated as
a covenant of this Agreement as though fully set forth herein.
| 2. | SCOPE OF THIS AGREEMENT. |
Through this Agreement,
the Parties agree to settle all controversies among them in any way relating to or arising from the NCCS Sale of Mind 360 Assets
(said matters shall be referred to collectively as the “Controversies”). Included in the Controversies,
but without limiting the generality of
same, are the disagreement among the parties with respect to the NCCS Takeback Note (specifically addressed in Section 3 which
follows), and any liability of the ILIV Companies to the Goldin Parties and of the Goldin Parties to the ILIV Companies, in any
way related to or arising from the contracts evidencing the
NCCS Sale of Mind 360 Assets.
| 3. | AMENDMENT OF THE NCCS TAKEBACK NOTE. |
NCCS and the ILIV
Companies agree to amend the NCCS Takeback Note, a copy of which is attached as Exhibit 1, through the first amendment thereto,
a copy of which is attached as Exhibit 2 (“First Amendment to NCCS Takeback Note”). On the Effective
Date, the ILIV Companies and NCCS shall execute the original First Amendment to NCCS Takeback Note, and, following execution by
the ILIV Companies, the ILIV Companies shall tender the original thereof to NCCS.
| 4. | ISSUANCE OF ILIV AMERICA COMMON STOCK. |
In accordance with
the First Amendment to NCCS Takeback Note ILIV America shall issue to NCCS 4,000,000 freely tradable (free of any restrictions
pursuant to the state and/or Federal securities laws) shares of ILIV America Common Stock on the following terms:
a. 3,500,000
shares of Common Stock of ILIV America Common Stock shall be issued to NCCS on the Effective Date.
b. 500,000
shares of Common Stock of ILIV America Common Stock shall be issued three (3) months from the Effective Date.
c: Financial
Risks.
NCCS
acknowledges that it is able to bear thefinancial risks associated with an investment in the securities being issued to NCCS.
NCCS is capable of evaluating the risks and merits of an investment in the securities being issued by virtue of its experience
and its knowledge, experience, and sophistication in financial and business matters generally. NCCS warrants that it is able to
bear the complete loss of its investment in the securities being issued to NCCS.
d.
Not a Public Offering.
The
securities being issued to NCCS pursuant to the NCCS Takeback Note are exempted from registration under Section 4(a)(2) of the
Securities Act of 1933 [formerly known as Section 4(2)] because this is a transaction by an issuer not involving any public
offering.
e.
Not More than 4.9999%. The above described stock owed to NCCS shall be delivered in
tranches so that at no time NCCS shall become the beneficial owner of more than 4.9999% of ILIV America (the “Cap”).
The delivery of the stock in tranches shall not affect the total amount of shares owed to NCCS.
f.
Other Documents. ILIV America shall provide a legal opinion letter to NCCS and the
transfer agent, if necessary, stating that the shares to be issued are to be freely tradable and free of any restrictions under
state and federal securities laws, and provide other documents or items required by transfer agent or broker in order to sell
shares freely, other than those that must be provided by the Goldin Parties. The Goldin Parties will provide those documents and
other items that must be provided by the Goldin Parties.
ILIV America shall
retain the Mind 360 Assets as assets owned by the ILIV Companies or their subsidiaries. NCCS releases all security interests, if
any,that NCCS holds, or believes it may hold, in any of the Mind 360 Assets, which are and shall be free and clear of any and all
liens and encumbrances in favor of NCCS.
| 6. | RELEASE OF THE GOLDIN PARTIES BY THE ILIV COMPANIES. |
With the exception
of the specific obligations set forth in this Agreement and the First Amendment to the NCCS Takeback Note, which survive the releases
herein, the
ILIV Companies, and Paul Favata individually
(who joins in this Agreement in his individual capacity to evidence his release under this Section 6 and acceptance of the release
by the Goldin Parties under Section 7) jointly and severally, and on behalf of their agents, officers, directors, attorneys, heirs,
executors, assigns and successors in interest, hereby release the Goldin Parties, their officers, directors, agents, attorneys,
heirs, executors, assigns and successors in interest, as the case may be, from any and all claims, liability, damages, actions,
causes of action, suits, attorneys’ fees and costs, at law or in equity, or based on any statutory claim, in connection with
or in any way related to or arising from the Controversies, and any other matters within the scope of this Agreement as set forth
under Section 2 above, under the laws of the State of California, the laws of the State of Nevada, the laws of the State of Florida,
the laws of the State of Delaware, the laws of the United States of America, and the laws of any other country that may apply within
the scope of this Agreement as set forth under Section 2 above, from the beginning of time through and including the Effective
Date. The parties agree that the release herein releases all parties affiliated with the ILIV Companies, including ILIV America,
ILIV Nevada, and Feel Golf California.
| 7. | RELEASE OF THE ILIV COMPANIES BY THE GOLDIN PARTIES. |
With the exception
of the specific obligations set forth in this Agreement and the First Amendment to the NCCS Takeback Note, which survive the releases
herein, the Goldin Parties, individually, and on behalf of their agents, officers, directors, attorneys, heirs, executors, assigns
and successors in interest, hereby release the ILIV Companies, jointly and severally, Paul Favata individually, their agents, officers,
directors, attorneys, heirs, executors, assigns and successors in interest, as the case
may be, from any and all claims, liability,
damages, actions, causes of action, suits, attorneys’ fees and costs, at law or in equity, or based on any statutory claim,
in connection with or in any way related to or arising from the Controversies, and any other matters within the scope of this Agreement
as set forth under Section 2 above, under the laws of the State of California, the laws of the State of Nevada, the laws of the
State of Florida, the laws of the State of Delaware, the laws of the United States of America, and the laws of any other country
that may apply within the scope of this Agreement as set forth under Section 2 above, from the beginning of time through and including
the Effective Date.
| 8. | NO ADMISSION OF LIABILITY. |
The execution of
this Agreement is not to be construed as, nor does it constitute an admission of liability by the ILIV Companies to the Goldin
Parties. The execution of this Agreement is not to be construed as, nor does it constitute an admission of liability by the Goldin
Parties to the ILIV Companies. The Goldin Parties deny any liability to the ILIV Companies. The ILIV Companies deny any liability
to the Goldin Parties. The parties each confirm their belief that their respective positions asserted in the Controversies are
true and correct. The parties agree that the release herein releases all parties affiliated with the ILIV Companies, including
ILIV America, ILIV Nevada, and Feel Golf California.
The parties agree
that the existence and terms of this Agreement shall be kept confidential, except for the following permitted disclosures (“Permitted
Disclosures”):
any disclosures to any of the parties’
counsel or accountants, public disclosure required under federal and state securities laws, or other disclosures required by law.
The ILIV Companies will not disparage the
Goldin Parties to any third persons.
The Goldin Parties will not disparage the
ILIV Companies to any third persons.
| 11. | MISCELLANEOUS PROVISIONS. |
| A. | This Agreement shall be governed by the laws of the State of Florida,
without regard to conflict of laws principles. In the event any litigation arises in connection with the Agreement, said litigation
shall take place in State or Federal Courts located in Miami-Dade County, Florida, which is stipulated as good and proper venue
for such litigation. |
| B. | All of the provisions of this Agreement shall survive the releases
under Sections 6 and 7 above, and the stock issuance under Section 4 above. |
(i) In the event
of default by any of the parties, the party alleging the default shall give written notice of default to the defaulting party affording
the defaulting party a period of ten (10) calendar days after receipt of such notice to correct any such default.
(ii) The
issuance by ILIV America of said 4,000,000 shares of common stock shall constitute good, proper, and complete compliance with the
requirements of Section 4.B. of this Agreement.
(iii) In
the event of a default by the ILIV Companies by failing to issue any shares as required herein, which default remains uncured after
notice of default and opportunity to cure required by Section 11(C)(1) above, the ILIV Companies shall be liable to NCCS for the
following damages:
(iv) In
the event none of the 4,000,000 shares of common stock are issued, then the ILIV Companies shall be liable for that number of shares
totaling $850,000.00 in value at Market Price. For purposes of this Section 1(C) (iii), "Market Price"
means the average of the Trading Prices (as defined below) for the common stock during the ten (10) Trading Day period ending one
Trading Day prior to the date the default occurs. “Trading Price” means, for any security as of
any date, the closing price on the principal securities exchange or trading market where such security is listed or traded or,
if no closing price of such security is available, the Trading Price shall be the fair market value as determined in the sole discretion
by the Maker. "Trading Day" shall mean any day on which the Common Stock is traded.
(v) In
the event 500,000 shares of the common stock are not issued, then the ILIV Companies shall be liable for that number of shares
totaling
$106,250.00 in value at Market Price.
| C. | In
the event some other number of shares of the common stock are not issued, the same formula for calculation of damages as set
forth in Sections 11(C)(iii)(a) and (b) immediately preceding this Section shall be applied to calculate damages. |
| D. | Unless
otherwise agreed to by the parties any and all notices required hereunder shall be sent to the parties by electronic mail to the
following addresses: |
MICHAEL GOLDIN: michael@michaelegoldin.com
NEW CASTLE COUNTY SERVICES INC.: NCCS@michaelegoldin.com
with a copy to Jared Gamberg, Esq. at jaredgamberg@gamberglaw.com
INTELLIGENT LIVING INC.: to Paul Favata
at paul@intelligentlivinginc.com
INTELLIGENT LIVING AMERICA: to Paul Favata
at paul@intelligentlivinginc.com with a copy to Ira S. Saul, Esq. at ira@saulaw.com.
| E. | As used
in this Agreement, the term “Effective Date" shall mean January 5, 2015. |
| | | |
| | F. | Each of the parties represents that it or he received counsel from an attorney at law in connection with this Agreement |
| G. | The
waiver by any party hereto of any breach of any of the provisions of this Agreement shall not operate or be construed as a waiver
of any subsequent breach by any party. |
| H. | If
any provision of any of this Agreement is declared invalid, illegal or incapable of being enforced for any reason whatsoever,
all of the remaining provisions of this Agreement shall nevertheless continue in full force and effect, and no provision shall
be deemed dependent upon any other provision unless otherwise provided herein. The arguably invalid or unenforceable provision
shall be interpreted, if possible, so as to render it enforceable on a limited and reasonable basis. |
| I. | In the event
of a dispute arising out of or related to this Agreement that results in further litigation, the party or parties who substantially
prevails in court shall be entitled to recover reasonable attorney’s fees and costs from the losing party or parties in
that litigation. |
| J. | The parties
stipulate that this Agreement is the result of a negotiated settlement among the parties and shall be construed as having been
drafted by all parties. Therefore, this Agreement will not be construed in favor or against any party or parties on the grounds
of having been drafted by said party or parties. |
| K. | As there
are multiple signatories to this Agreement, this Agreement may be executed in multiple counterparts, including signatures transmitted
by facsimile or electronic mail, which, when taken together, shall constitute the Agreement. |
| L. |
By their
signatures below, each of the parties warrants that said party is authorized to enter into this Agreement, that he or it has not
assigned or in any way transferred any cause of action or potential cause of action in any way related to the matters referenced
herein, and that the execution of this Agreement and performance of the obligations hereunder shall not contravene, conflict with,
or give rise to a breach or violation of any contract, law, rule, regulation or ordinance to which said party is bound or by which
said party is governed. Goldin warrants that he is the sole shareholder in NCCS.
|
| M. | This Agreement
is binding on successors in interest to the parties. Feel Golf California and ILIV Nevada are succeeded to by ILIV America. All
rights of Feel Golf California and ILIV Nevada are assigned to ILIV America by operation of law, and all duties of Feel Golf California
and ILIV Nevada are delegated to ILIV America by operation of law. |
(SIGNATURES FOLLOW)
EXECUTED as of the day and date first hereinabove
written.
GOLDIN PARTIES: NCCS:
New Castle County Services Inc., a Delaware
corporation
Date: 01/19/15
By: /s/ Michael Goldin
Michael Goldin,
Title GOLDIN:
Date: 01/19/15
/s/ Michael Goldin
MICHAEL GOLDIN, individually
ILIV COMPANIES:
ILIV America:
Intelligent Living America Inc., a Nevada
corporation
Date: 01/19/15
By: /s/ Paul Favata
Paul Favata, President
ILIV Nevada:
Intelligent Living Inc., a Nevada corporation
Date: 01/19/15
By: /s/ Paul Favata
Paul Favata, President
PAUL FAVATA INDIVIDUALLY JOINS IN THIS
AGREEMENT IN HIS INDIVIDUAL CAPACITY TO EVIDENCE HIS RELEASE OF THE GOLDIN PARTIES UNDER SECTION 6, AND TO EVIDENCE HIS ACCEPTANCE
OF RELEASE BY THE GOLDIN PARTIES UNDER SECTION 7:
Date: 01/19/15
/s/ Paul Favata
Paul Favata, individually
9
Exhibit 99.1
Intelligent
Living America, Inc. Announces Elimination of $850,000 in
Convertible Debt; Significantly Strengthens Balance Sheet
Recognizes
$916,000 Gain on Transaction
CORAL
GABLES, FL / ACCESSWIRE / January 20, 2015 / Intelligent Living America, Inc. (OTC Pink: ILIV) (ILIV),
announced today that it has completed a transaction to eliminate $850,000 of its convertible debt obligations, along with the
related accrued interest payable of $72,314, in exchange for 4 million shares of its $0.001 par value common stock, pending the
delivery of the stock certificate to escrow. The transaction equates to a conversion price of $0.229 per share, a significant
premium of more than 14,200% to the closing price on Friday, January 16, 2015 of $0.0016.
As a result
of the transaction, the Company has reduced its indebtedness by $922,300 and will recognize a gain on the extinguishment of debt
of approximately $915,900 in the first quarter of fiscal 2015. When taken together with the recently announced Venturian Group,
Inc. debt reductions, Intelligent Living America, Inc. has been able to reduce its outstanding debt by over $1.275 million. In
addition, the Company is also renegotiating certain additional convertible notes to receive more favorable conversion terms on
those obligations.
"This
transaction substantially improves our capital structure by eliminating debt and eliminating a significant amount of potential
dilution to common shares that would have resulted from its conversion. We have eliminated more than 46% of our convertible debt,
reduced the overall debt on our balance sheet by over $1.275 million dollars, and positioned the Company to move forward aggressively
with our business strategy. This is another milestone in the execution of our strategy to become a leading company in the IT/Cloud
Technology and health and wellness industries," stated Mark Lucky, CFO of Intelligent Living America, Inc.
"This
transaction is part of an ongoing effort to improve the company's long term outlook by reducing our outstanding debt obligations,
strengthening the balance sheet, shedding unprofitable and/or non-core businesses, reducing overhead and improving operational
efficiencies across all of our current subsidiary companies, to increase profitability," according to Paul Favata, President
of Intelligent Living America, Inc.
About
Intelligent Living America, Inc.
Intelligent
Living America, Inc., a Nevada company, headquartered in Coral Gables, Florida, ILI is a holding company that specializes in the
acquisition and integration of IT and Cloud Technology service providers and Internet and web technologies. Our current verticals
include the development of ecommerce, gaming and alternative medicine platforms and their respective products. We operate a Cloud-based
Infrastructure Services Company and Managed Service Provider (MSP). We provide cognitive exercise and brain training games, and
alternative wellness products and services through company managed platforms. We create mobile and digital apps around these verticals
as well as platforms for emerging demand markets and other value creation opportunities all relating to our core values.
Forward-Looking Statements
This press
release may contain forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. In some cases you can identify those so-called "forward-looking statements" by words
such as "may", "will", "should", "expects", "plans", "targets", "believes",
"anticipates", "estimates", "predicts", "potential", or "continue", or the negative
of those words and other comparable words. These forward-looking statements are subject to risks and uncertainties, product tests,
commercialization risks, availability of financing and results of financing efforts that could cause actual results to differ
materially from historical results or those anticipated. Further information regarding these and other risks is described from
time to time in the Company's filings with the SEC, which are available on its website at: http://www.sec.gov.
We assume no obligation to update or alter our forward-looking statements made in this release or in any periodic report filed
by us under the Securities Exchange Act of 1934, as amended, or any other document, whether as a result of new information, future
events or otherwise, except as otherwise required by applicable federal securities laws.
CONTACT:
Investor
RelationsSynergy (800) 259-9173
SOURCE: Intelligent
Living America, Inc.