| Subsequent Events |
Note 12 – Subsequent Events
The Company evaluated all events and transactions
that occurred after September 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:
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As a subsequent event on October 1, 2019 the Company acquired a retailer with 11 airport terminal locations and one casino location under an equity exchange agreement. Under the terms of the agreement the Company issued to the Sellers 500,000 Series A Preferred Shares in exchange for 51% of the equity in Bluwire Group, LLC and its subsidiaries (“Bluwire”). The Sellers retained 30% of Bluwire and 19% is was reserved for 12 months for potential equity investors into Bluwire. Any of the equity not used to raise capital for Bluwire over that period would be divided equally between the Company and the Sellers. The Sellers will continue to manage Bluwire under consulting agreements. |
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On October 18, 2019, the Company successfully completed its reverse stock split and reduced its common stock outstanding by a ratio of one hundred for one. While the board of directors and a majority of the voting interests of the Company had approved an increase in the authorized common shares in an amount up to 20 billion common shares within 12 months of July 18, 2019 at this time management has elected to keep the authorized stock at 8 billion common shares. |
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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. |
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On October 3, 2019 the Company received an additional $5,000 from Adar Alef as part of aback end promissory note agreement. The cost to the Company was $5,350 which includes $350 OID. |
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On October 8, 2019 the Company entered into a promissory note agreement with LG Capital Funding, LLC (“LG”) for loans totaling $6,850. The consideration to the Company is $5,000 with $1,500 legal fees and a $350 OID. LG delivered those funds on October 24, 2019. |
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On October 3, 2019 one of the Sellers of Bluwire provided $300,000 to its Bluwire subsidiary under a secured demand promissory note executed jointly by Bluwire and the Company. This note caries interest of 15% per annum. This obligation is not convertible into Company stock under any terms. |
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On October 11, 2019, the Company’s Bluwire subsidiary entered into a future receivable purchase agreement with Libertas Funding and received $343,000. This agreement provides for payment over 8 months and caries a fee of $7,000. This obligation is not convertible under any terms into Company stock. |
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On November 4, 2019, the Company’s Bluwire subsidiary entered into a second future receivable purchase agreement with Libertas Funding and received $145,500. This agreement provides for payment over 6 months and caries a fee of $4,500. This obligation is not convertible under any terms into Company stock. |
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