v3.19.1

Subsequent Events | 3 Months Ended
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Mar. 31, 2019
Subsequent Events [Abstract] |
Subsequent Events | Note 12 – Subsequent Events The Company evaluated all events and transactions that occurred after March 31, 2019 and through the date of this filing in accordance with FASB ASC 855, “Subsequent Events.” The Company determined that it does have a material subsequent events to disclose as follows: The Company obtained additional working capital from the following sources:
● | on April 3, 2019, the Company entered into a PIPE Securities Purchase Agreement with Dominic D’Alleva to sell to Mr. D’Alleva in various $25,000 tranches up to 93,750 Series D-2 Preferred Shares for a commitment of a $150,000 investment into the Company.
| Thus far, Mr. D’Alleva has purchased 15,625 Series D-2 Preferred Shares for $25,000. He has delivered $12,500 and the Company expects him to deliver the remainder of the purchase price in the current period.
| As a subsequent event and concurrent with the PIPE Securities Purchase Agreement entered into with Mr. D’Alleva, the Company entered into a Securities Exchange Agreement with Mr. D’Alleva and issued him 332,031 Series D-2 Preferred Shares in exchange for the 6,250,000 common shares that Mr. D’Alleva had previously purchased from the Company.
● | On April 3, 2019, the Company entered into a PIPE Securities Purchase Agreement with a key technology vendor where the Company exchanged 125,000 Series D-2 Preferred Shares for $200,000 of Company debt held by that vendor.
● | On May 9, 2019, the Company received $50,000 from the institutional investor with which the Company had previously executed the PIPE Securities Purchase Agreement in March of 2019. The Company delivered 45,045 Series D-2 Preferred Shares to this institutional investor.
● | On May 14, 2019 the Company entered into a back end promissory note agreement with Adar Alef, LLC (“Adar”) for loans totaling $26,500. The consideration to the Company was $25,000 with $1,500 of legal fees.
● | On May 16, 2019 the Company entered into a promissory note agreement with LG Capital Funding, LLC (“LG”) for loans totaling $28,250. The consideration to the Company is $25,000 with $1,500 legal fees and a $1,325 OID.
Subsequent to March 31, 2019, the Company reduced its debt to its debt holders by $80,401 and paid $4,129 through conversion of its common stock pursuant to its agreements with various debt holders as indicated below:
● | Bellridge redeemed $3,286 of principal and $648 of interest for in return for the issuance of 13,171,120 common shares.
● | Adar Alef redeemed $59,845 of principal in return for the issuance of 187,490,034 of common shares.
● | LG Capital Funding redeemed $17,998 of principal and $3,399 of interest for in return for the issuance of 106,472,466 common shares.
Subsequent to March 31, 2019, Geneva Roth redeemed Series B Preferred Shares from its third purchases for common shares at a value of $68,000. Geneva Roth converted $27,980 of their Series B Preferred Shares for 94,563,029 common shares. Subsequent to March 31, 2019, Oasis Capital redeemed $48,000 or 24,000 shares of its Series D-2 Preferred shares for 108,000,000 common shares. Geneva Rother converted $27,980 Series B Preferred Shares for 94,563,029 common shares.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -URI http://asc.fasb.org/topic&trid=2122774 + Details
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