v3.19.2

Subsequent Events | 6 Months Ended
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Jun. 30, 2019
Subsequent Events [Abstract] |
Subsequent Events | Note 12 – Subsequent Events The Company evaluated all events and transactions that occurred after June 30, 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:
● | The Company filed a definitive 14 C Information Statement on August 16, 2019 approved by majority shareholder vote and the board of directors to 1) reverse split the outstanding common shares of stock by a ratio of one-for-one hundred (1:100) and 2) and increase the authorized common shares in an amount up to 20 billion common shares. The reverse split will be executed in the current fiscal quarter. The increase in authorized common shares may occur at a time prior to July 18, 2020, at management’s discretion.
● | The Company has decided to decrease costs in 12 Japan as well. By cutting all fixed costs and having the one employee in 12 Japan work directly for 12 Hong Kong, Ltd, as a contractor, the Company will now generate an operating profit from the licensing and maintenance revenue generated from 12 Japan. This will show be reflected in the financial results of 12 Hong Kong, LTD beginning in the third quarter.
● | On July 25, 2019 the Company was served with a lawsuit from Auctus Fund, LLC (“Auctus”) alleging a default under their convertible promissory note with an original amount due of $100,000 and claiming to now be owned $ 482,509 including principal, Interest, damages, defaults and other costs. Management believes that this is a frivolous lawsuit directly related to the fact that Auctus ran out of reserve shares because of their failure to act in a timely fashion to increase their reserve shares through the Company’s transfer agent. Management believes that this will be easily resolved as soon as more reserve shares are available. This is part of the reason the Company recently filed its Pre-14C to change the capital structure of the Company’s common stock. The Company currently owes approximately $40,000 in principal to Auctus and management believes that this matter should settle for not much more than that amount. In the event that Auctus takes an unreasonable position, the Company fully intends to aggressively defend this lawsuit which has not yet been answered as the answer is not yet due. Many of the other convertible notes that the Company holds maintain cross default clauses that could cause significant increases in the amount that the Company would owe to each of the other note holders due to the Auctus Lawsuit. Management has contacted the other note holders who have assured management that they are not exercising those rights at this time.
● | On August 1, 2019 the Company entered into a back end promissory note agreement with Adar Alef, LLC (“Adar”) for loans totaling $52,500. The consideration to the Company was $50,000 with $2,500 of legal fees.
● | On August 1, 2019 the Company entered into a promissory note agreement with LG Capital Funding, LLC (“LG”) for loans totaling 55,600. The consideration to the Company is $50,000 with $2,500 legal fees and a $3,100 OID.
Subsequent to June 30, 2019, the Company reduced its debt to its debt holders by $12,748 through conversion of its common stock pursuant to its agreements with various debt holders as indicated below:
● | Adar Alef redeemed $12,748 of principal for the issuance of 212,466,667 common shares.
Subsequent to June 30, 2019, the Company reduced its debt by $20,000. A holder of Series D-2 Preferred stock shareholders by converted for 10,000 Series D-2 Preferred shares into 200,000,000 common stock. Subsequent to June 30, on August 15, 2019, the Company line of credit with Bank of American Fork associated with the Red Wire Group was extended an additional six months.

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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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