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Subsequent Events

3 Months Ended

Mar. 31, 2016

12 SUBSEQUENT EVENTS

The Company has evaluated events occurring subsequent to March 31, 2016 and through the date these financial statements were available to be issued.

Hall Strategy, LLC Consulting Agreement

Effective April 1, 2016, the Company entered into a Consulting Services Agreement (“Agreement”) with Hall Strategy, LLC (“HS”). HS is in the business of providing strategic planning, business development and marketing advisory services. The Agreement is for a term of one-year, cancellable after six-months, and provides that in exchange for the services provided by HS, the Company will compensate HS as follows:

	●	1,000,000 shares of common stock governed by Rule 144 to be issued immediately;

	●	Cash compensation of $10,000 per month;

	●	Assuming the Agreement has not been cancelled, an additional 1,000,000 shares of common stock governed by Rule 144;

	●	Reimbursement of necessary expenses; and

	●	Bonuses, to be agreed upon, payable to HS for successful achievement of benchmarks above and beyond those outlined in plans of action.

Notice of Conversion for payments due on convertible note

On April 1, 2016, the Company received and accepted a notice of conversion from a convertible note holder to convert $20,000 owed under the note into 454,545 shares of the common stock of the Company.

Stock subscription

On April 8, 2016, an unrelated individual subscribed and paid for 100,000 shares of the common stock of the Company at $0.10 per share in cash.

Series “A” Preferred Stock

On May 6, 2016, the Company, pursuant to the consent of the board of directors filed a Certificate of Designation with the Nevada Secretary of State which designated 10,000,000 shares of the Company’s authorized preferred stock as Series “A” Preferred Stock, par value $0.001. The Series “A” Preferred Stock has the following attributes:

	●	Ranks senior only to any other class or series of designated and outstanding preferred shares of the Company;

	●	Bears no dividend;

	●	Has no liquidation preference, other than the ability to convert to common stock of the Company;

	●	The Company does not have any rights of redemption;

	●	Voting rights equal to ten shares of common stock for each share of Series “A” Preferred Stock;

	●	Entitled to same notice of meeting provisions as common stock holders;

	●	Protective provisions require approval of 75% of the Series “A” Preferred Shares outstanding to modify the provisions or increase the authorized Series “A” Preferred Shares; and

	●	Each ten Series “A” Preferred Shares can be converted into one common share at the option of the holder.

Issuance of Series “A” Preferred Stock

On May 6, 2016, upon filing the Certificate of Designation which designated 10,000,000 shares of the Company’s $0.001 par value preferred stock as Series “A”, the board of directors authorized the Company to issue all 10,000,000 shares of Series “A” Preferred Stock to Carter Matzinger, Chief Executive Officer and Chairman of the Board of Directors, for services previously rendered.

The Company valued these shares based upon their conversion rate of 10 shares of preferred stock for each share of common stock based on the market price of the common stock as of March 30, 2016 of $0.18 per share. The Company has recorded accrued compensation expense for the three months ended March 31, 2016 in the amount of $180,000.