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SUBSEQUENT EVENTS
12 Months Ended
Dec. 31, 2011
Notes to Financial Statements  
NOTE 13 - SUBSEQUENT EVENTS

On January 6, 2012, we purchased 100% of the outstanding and issued shares of DigiSpace Solutions, LLC.  Consideration for the purchase was $200,000 and the issuance of 1,000,000 restricted stock options at an exercise price of $0.28 per share valued at $513,150 and were paid during the year ended December 31, 2011.  The total consideration paid of $713,150 has been recorded as prepaid acquisition costs.  During the fiscal year ended December 31, 2011, we made $132,177 in advances to DigiSpace Solutions, LLC which have been accounted for as due from related parties.

 

On January 31, 2012, the Company received $200,000 as stock subscriptions payable.  The Company plans to satisfy its obligations on the stock subscriptions through the issuance of 800,000 common shares at $0.25 per share.  The recipient shareholders will also receive a full warrant which will allow the purchaser to acquire one additional common share at $0.50 per share. The warrants will have a one year term from the closing date of the stock issuance.

 

On February 7, 2012, the Company completed a Unit offering for gross proceeds of $186,000 received as stock subscriptions payable during the fiscal year ended December 31, 2011.  The Units were priced at $0.25 each and included one common share and one warrant entitling the holder to purchase one common share for $0.40 at any time prior to February 6, 2015.  744,000 common shares and 744,000 warrants in total were issued.

 

During the subsequent period, the Company issued 1,130,946 shares of common stock as payment for services rendered to various professional consultants.  The average share value was $0.28, resulting in a total share value of $314,831.  The Company also issued 2,000,000 options to purchase common stock at an exercise price of $0.36 per share.

 

On January 2, 2012, the Company issued 2,043,120 Series A Convertible Redeemable Preferred Stock at purchase price of $0.0025 per share.   Each preferred share is convertible at any time after January 1, 2013 but before January 2, 2017, and upon payment to the Company of a conversion premium of $0.40 per share of common stock acquired upon conversion into two fully paid and non-assessable shares of common stock of the Company.

 

In accordance with ASC 855, Company management reviewed all material events through the date of this report and there are no additional material subsequent events to report.