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Note 13 Subsequent Events
12 Months Ended
Dec. 31, 2015
Subsequent Events [Abstract]  
Subsequent Events [Text Block]
Note 13 Subsequent Events

From January 1, 2016, through March 26, 2016, the Company sold an aggregate of 1,303,299 shares of restricted stock with prices ranging from $.010 to $.015 with gross proceeds of $190,201 and received an approximate of $ $66,682 of net proceeds from such sales. Commissions and expense reimbursements were paid to foreign agents for Regulation S offerings by the Company in the amount of $123,349. There were no cash payments for shareholder interest in 2016.

On January 15, 2016, the Company’s Board of Directors (the “Board”), after careful consideration, approved our 2016 Stock Option and Incentive Stock Plan (the “Plan”), pursuant to which the Company will reserve for issuance thereunder 10,000,000 shares of the Company’s authorized Common Stock.

The Plan enables the Board to provide equity-based incentives through grants of Awards to the Company’s present and future employees, directors, consultants and other third party service providers.  Shares issued under the Plan through the settlement, assumption or substitution of outstanding Awards or obligations to grant future Awards as a condition of acquiring another entity will not reduce the maximum number of shares of Common Stock reserved for issuance under the Plan. In addition, the number of shares of Common Stock subject to the Plan, any number of shares subject to any numerical limit in the Equity Incentive Plan, and the number of shares and terms of any incentive award may be adjusted in the event of any change in our outstanding Common Stock by reason of any stock dividend, spin-off, split-up, stock split, reverse stock split, recapitalization, reclassification, merger, consolidation, liquidation, business combination or exchange of shares or similar transaction.

On January 20, 2016 the Company borrowed $150,000 from WebBank for the purpose of working capital.  The loan required that the Company payoff the loan made on November 25, 2015 from Orchard Street Financing.  The balance of the Orchard Street loan at date of payoff was $44,523 and the Company received the balance of the proceeds in the amount of 105,479.  The daily payments on the WebBank loan will be $645.10.  The loan has a twelve month maturity and the total interest charges will be $31,000, or approximately 21%.

On March 11, 2016, the Company entered into a Professional Relations and Consulting Agreement [“CA”]  with Acorn Management Partners LLC (“Consultant”) which provides for Consultant to perform general corporate and business consulting services and other related activities as directed by the Company, including, but not limited to, the distribution of Company information/news releases on a daily basis, using social media to create a full awareness of the Company and its business, and the preparation of research reports for industry analysts. The CA has a seven month term expiring on September 11, 2016.  The term may be extended by a new written mutual agreement on terms to be agreed upon.

In consideration for rendering such services, Consultant will be paid a consulting fee consisting of monthly cash payments totaling $441,250 beginning with a first payment of $40,000 due March 31, 2016, $83,000 due April 29, 2016 and $78,000 due on each of May 30th, June 30th, July 29th and August 30, of 2016.  In addition, Consultant will receive as of (i) March 11, 2016, 500,000 freely tradeable shares of the Company common stock, without any transfer restrictions whatsoever thereon; and (ii) 750,000 restricted shares of common stock on May 30, 2016 and on August 30, 2016. All shares issuable under the CA are deemed to have been fully earned by Consultant as of the date of the CA, March 11, 2016.

The Consultant was also granted limited registration rights under certain circumstances. The CA is renewable for additional one year terms upon the written notice from one party to the other. The terms of any such renewed CA shall be agreed to in writing between the parties.

Concurrently with the execution of the CA, the Company entered into an Agreement dated March 11, 2016 with Equisolve, Inc. for the design and development of a new Company Website and for the monthly maintenance thereof.  The term is for one year with automatic renewal for one year period unless cancelled 60-days in advance of the end of the then current year.  The fee to design the Website is $12,500, of which $6,250 was paid on signing the CA.

On March 23, 2016, the Company issued a two year $250,000 convertible promissory note to JMJ Financial, a Nevada sole proprietorship which bears interest at the rate of 12% per annum on the principal sum of the outstanding (“JMJ Note”).  The JMJ Note is payable in installments of a minimum of $25,000 per drawdown.  The Company drew down $25,000 on March 23, 2016.  Under the terms of the JMJ Note; the current balance is now $31,111, which includes an original issue interest of $2,777.00, plus interest at the rate of 12% per annum.  The JMJ Note is convertible at any time into shares of common stock at a conversion price equal to 60% of the lowest trade price in the 25 trading days previous to the conversion date.

On March 25, 2016, the Company received net proceeds of $35,000 after expenses, for a one (1) year $40,000 face amount of 8% Convertible Note in favor of EMA Financial, LLC (“EMA Note”).  The EMA Note is convertible at any time into common stock at a conversion price equal to the lower of (i) the closing sale price on the day immediately preceding the date of funding and (ii) 50% of the lowest closing sale price for the 25 consecutive trading days immediately preceding the conversion date.

OUTSTANDING OPTION AWARDS

The following table sets forth certain information regarding Option Awards as of March 31, 2016 for each executive officer of the Company who received such awards and all officers and directors as a group.  None were outstanding as of the fiscal year ended December 31, 2015(1)(2)

Name
 
Number of securities underlying unexercised option exercisable
   
Option Exercise Price
   
Option Expiration Date
 
Charles O’Dowd
    5,000,000     $ 0.01    
January 1, 2021
 
All Officers and Directors as a Group     5,000,000     $ 0.01     January 1, 2021  

(1)  
No Stock Awards have been issued into the Equity Incentive Plan.

(2)  
An aggregate of 200,000 Option Awards have been issued to 3 employees and one consultant of the Company at an exercise price of $0.01 per share expiring on 1/21/21.