Note 11 Subsequent Events |
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Note 11 Subsequent Events
During the period from April 1, 2016 through May 20, 2016, Company issued 765,033 shares of common stock and received or credited gross proceeds of $72,877. The expenses of offering totaled $47,037. The net proceeds were used for working capital, corporate expenses, legal fees and public company expenses.
On November 6, 2015, the Securities and Exchange Commission declared effective the Company’s registration statement on Form S-1, relating to the sale of up to 33,600,856 shares of common stock, of which the Company is selling 10,000,000 new shares. Certain selling shareholders will be offering for sale up to 23,600,856 shares owned by them. The Company will only receive proceeds from the sale of the 10,000,000 new shares. If all of these shares are sold in this offering, the gross proceeds to the Company will be $4,200,000. The Company will not receive any proceeds from the sale of the shares offered by the selling shareholders.
On April 1, 2016, the Company issued a two year $55,000 convertible promissory note to Essex Global Investment Corp. (“Essex”) which bears interest at the rate of 10% per annum on the principal sum of the outstanding (“Essex Note”). The Company received net proceeds of $50,000 after deductions for expenses, from the Essex Note. The Essex Note is convertible at any time after the six (6) month anniversary of the Note into shares of common stock at a conversion price equal to 55% of the lowest trade price in the 20 trading days previous to the conversion date.
On April 5, 2016, the Company received net proceeds of $33,300 after expenses, from a one (1) year $42,000 face amount of 5% Convertible Note in favor of Crown Bridge Partners, LLC (“CBP Note”). The CBP Note is convertible at any time after the six (6) month anniversary of the Note into common stock at a conversion price equal to 52% of the lowest closing sale price for the 25 consecutive trading days immediately preceding the conversion date.
On May 4, 2016, the Company received net proceeds of $33,750 after expenses, from a nine [9] month $40,000 face amount of 10% Convertible Note in favor of Auctus Fund, LLC (“AFL Note”). The AFL Note is convertible after the six (6) month anniversary of the Note into common stock at a conversion price equal to 60% of the lowest closing sale price for the 20 consecutive trading days immediately preceding the conversion date.
On May 9, 2016, the Company entered into an agreement with Adar Bays, LLC a Florida Limited Company (Adar), with respect to a private investment up to $60,000 of the convertible debt securities with a 9 month term. The $60,000 convertible debt is comprised of a $30,000 front-end note and one $30,000 back-end note. The principal and accrued interest under the notes will be convertible into shares of common stock of the Company at a 50% discount to the lowest closing bid price with a 20 day look back. Adar will deduct legal fees of $2,000 on the funding of each of the notes, as well as on the cash funding on the back-end note, as well as making deductions of $2,800 to Almorli Advisors on the cash funding of each of those notes. The notes shall bear interest at 8%. The Company is not required to take down the back end note. As of May 20, 2016, the Company borrowed $30,000 against the front end note.
The provisions of each of the [four] foregoing Notes contain embedded derivative features which are required to be valued at their fair market value. These valuations are in process but as of the date of this Report, the results thereof are not available. Management believes that the final valuations, taken as a whole, will not have a material adverse effect on the results of future operations.
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)
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