| Subsequent Events |
NOTE 14 – SUBSEQUENT EVENTS
The Company evaluated all events and transactions
that occurred after June 30, 2020 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:
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On March 27, 2020, the Federal Government of the United States of America passed the Cares Act allowing companies access to quality SBA Payroll Protection Loans (PPP). These loans provide for certain funding based on previous employment which in part may be forgivable under certain conditions. The remaining portion needs to be repaid over 2 years with a 6-month moratorium on payments and carry a 1% annual interest rate. These loans require no collateral nor personal guarantees. During the period from May 5, 2020 to May 22, 2021, the Company’s subsidiaries quality and received an aggregate of $294,882 in 2020 and $302,602 in 2021 in PPP loans. |
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During the remainder of 2020, LG converted $8,900 of principal and $3,458 of interest of its outstanding convertible note into 202,356,666 shares of common stock. |
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During the remainder of 2020, SBI Investments converted $6,218 of principal of the outstanding convertible note into 69,089,148 shares of common stock. |
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During the remainder of 2020, Adar Alef did not converted
any principal of the outstanding convertible note into shares of common stock.
During the remainder of 2020, the Company converted
an aggregate of 7,500 shares of Series D-2 Preferred Stock with a fair value of $18,603 into 150,000,000 shares of common stock. |
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In April 2020, the Company authorized one million (1,000,000) shares of Series D-4 Preferred stock with a face value of $100. The shares have no dividends, are non-voting, and have a liquidation preference after Series D-3 Preferred Shares. These shares are convertible into the Company’s common shares at no discount. |
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Mid-September 2020. The Company has taken steps to re-open its Bluwire retail store inside the Mohegan Sun Casino location. Due to Covid-19 management was able to negotiate concession from the casino regarding rent and use clauses allowing additional kinds of products in the store. Since Mohegan Sun re-opened the casino in June, traffic has been very good and management believes that by increasing inventory in the Bluwire Mohegan Sun store we are optimistic that unit sales volume will increase significantly. We did a soft opening on September 11, 2020 and then closed for a two week period on November 2019 to hire and train new staff and management. The store reopened in Full on November 29, 2020 in time for Cyber Monday. Management continues to monitor the situation in our prime airport locations or Newark and Dulles airports for reopening. |
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As of April 1, 2020 the Company closed its unprofitable company owned Bluwire Store in JFK terminal 4 but may re-open at a different location inside the terminal. The company still maintains two Royalty stores operated by others under the Bluwire Brand in Terminal 5 at JFK international airport in NYC. |
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The lease for the Company’s Rune NYC. LLC subsidiary ended on March 31, 2020 in the middle of the Covid-19 enforced closures and New York City’s moratorium on evictions. Rune NYC, LLC began paying on a month-by-month basis for June 2020. On August 13, 2020 the Company’s 12 Fashion Group, a division of 12 Retail Corporation, entered into a new office location under a 2 year lease with an option for a third year beginning on August 17, 2020. This new location is 1600 square feet and caries a base monthly rent of $5651.30 plus a pro-rated expenses for garbage and utilities of $743. Management believes that this additional space is necessary to manage the consolidation of its fashion brands. |
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During August and September 2020, three of the Company’s subsidiaries qualified for the United States Small Business Administration (“SBA”) Economic Industry Disaster Loans (“EIDL”) and the Company received $325,300 under the program. These loans are unsecured, have no personal guaranty, carry a 3.75% annual interest rate with aggregate monthly payments of $1,588, thirteen months after receipt of funds. Management has used these funds to retain key personnel, pay regulatory fees, rent, begin work on a new website for Bluwire, make progress on this retail APP and acquire product to re-open one of its Bluwire Stores which management hopes to accomplish before the third quarter is ended. Management is working hard to obtain EDIL approval for its other subsidiaries and is optimistic in achieving this within the next 6 weeks. |
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In August 2020 Management elected to restructure its equity cap table. First taking advantage of Nevada statutes that allow a business to reduce its authorized and its outstanding stock by the same ratio without special notice to stockholders and the Company performed a 500 to 1 reverse. This effectively reduced the Company’s authorized stock to 16 million common shares and its outstanding shares to approximately 1.6 million common shares. Then on August 15th, 2020 management exercised its authority granted by stockholders on 8/16/19 by consent with notice to all shareholders to increase the authorized common shares to 20 billion (See 14-C filed on August 16, 2019 and 8-Ks filed on August 17 and August 18 for more information). Preferred shares are unaffected. These changes will be effective upon approval by FINRA. This change will not occur until the Company becomes current in its filings either with the SEC or AND with the State of Nevada. |
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During the second and third quarters up and until
the date of this filing the Company has been making post-Covid moves in closing various historically non-profitable Bluwire locations
primarily Denver airport, and one location in JFK international airports which may be moved within the terminal, redesigning its signature
App for a post Covid world, and renegotiating its minimum base rental commitments for all of its retail stores. In all cases there is
a rent moratorium until October 1st, 2020 and management believes that it will be successful eliminating the minimum base rental feature
in all of its retail locations before that date.
During the first quarter of 2021, the company applied
and qualified for the second round of PPP Loans and received $302,602 for its companies as of April 5, 2021. As of the date of this filing
the Company believes that these loans will also all qualify for forgiveness but the Company has not yet applied. The U.S. Congress and
Senate is to reconvene and both houses have expressed a desire to expand the CARES act and make the PPP loans automatically forgivable.
Management will review whether or not to apply for the forgiveness at the end of the third quarter. |
On April 30, 2021 the Company received $30,000
from SBI and an additional $40,000 on May 17, 2021 (see below).
On April 21, 2021 and May 4 2021 the Company
received $50,000 from Adar Alef and on June 1st an additional $50,000.
On May 6, 2021 the Company received $30,000
as an additional advance from Oasis Capital pursuant to previous agreements with Oasis and on May 13, 2021 an additional $50,000.
On May 17, 2021 the Company received
an additional $40,000 from SBI.
On May 18, 2021, the Company filed its required
filings with the State of Nevada and became current and increased its authorized common shares from 8 Billion to 20 Billion common shares.
In May 2021, advisory board member, Richard
Berman invested $50,000 in exchange for preferred shares with the option to invest a further $100,000 over the next few months.
On May 18, 2021, the Company filed its required
filings with the State of Nevada and became current and increased its authorized common shares from 8 Billion to 20 Billion common shares.
While this filing was accepted on May 18, 2021 If became effective with the original filing due date of August, 2020 by Nevada Law.
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