v3.7.0.1
Note H - Subsequent Events
12 Months Ended
Dec. 31, 2013
Notes  
Note H - Subsequent Events

Note H – Subsequent Events

 

Stock Issuances

 

On October 30, 2015, we issued 160,000 shares of our Series B Preferred stock to Gulf Coast Capital, LLC in consideration for the cancellation of debt in the amount of $1,000.  Gulf Coast Capital is controlled by Mark Bogani, who was our Chief Executive Officer between October 1, 2015 and October 8, 2016.

 

During August and September 2016, we sold 4,000,000 shares of our common stock, as well as warrants to purchase an additional 6,000,000 shares of our common stock, to a group of private investors for $100,000.  The warrants are exercisable at a prices between $0.05 and $0.20 per share at any time between June 30, 2017 and June 30, 2019.

 

On December 30, 2016, Gulf Coast Capital, LLC, a company controlled by Mark Bogani, one of our former officers and directors, converted a note in the principal amount of $115,000 into 4,600,000 shares of our common stock.

 

Notes Payable

 

Terry Turner lent the Company the following:

 

Date

 

Amount

 

 

 

 

 

3/20/14

 

$

20,000

 

7/10/14

 

 

20,000

 

12/11/14

 

 

5,500

 

7/28/15

 

 

10,000

 

11/30/15

 

 

16,112

 

Principal

 

 

71,612

 

Interest

 

 

3,832

 

Total

 

$

75,444

 

 

These individual amounts had been accruing interest at 5%, and on December 31, 2015, the outstanding amounts were consolidated into a single convertible note also bearing interest at 5%.  The note and accrued interest, or any portion thereof, were convertible at the option of Mr. Turner, into the Company's common stock at a price equal to 50% of the stock's closing price for the 10 days prior to Turner's notice of conversion.  Also on December 31, 2015, Mr. Turner assigned the note to a related party Gulf Coast Capital, a company owned by the Company's then-officer/director, Mark Bogani.

 

Gulf Coast Capital lent (or was assigned) the Company the following:

 

Date

 

Amount

 

 

 

 

 

 

 

8/2/13

 

$

60,000

 

 

10/7/13

 

 

5,000

 

 

10/22/14

 

 

5,500

 

 

12/31/15

 

75,444

 

(received by assignment from Terry Turner as noted above)

12/31/15

 

 

4,000

 

 

Principal

 

 

149,944

 

 

Interest

 

 

10,639

 

 

     Total

 

$

160,583

 

 

 

These individual amounts had been accruing interest at 5%, and on September 30, 2016, the outstanding amounts were consolidated into a single convertible note bearing interest at 5%.  The note and accrued interest, or any portion thereof, were convertible at the option of Gulf Coast Capital into the Company's common stock at a price equal to 50% of the stock's closing price for the 10 days prior to the notice of conversion.

 

On December 31, 2015, the Company executed a Consolidated Convertible Promissory Note with Avcon Services, a company owned by Tracy Madsen.  The principal amount of $30,500 represented an accumulation of monthly expenses incurred with Avcon during 2014 and 2015.  Interest had been accruing at 5%, was to continue accruing until converted or repaid, and totaled $1,529 at December 31, 2015, resulting in total payable amount of $32,029.  At the option of Mr. Madsen, the note and accrued interest, or any part thereof, were convertible into shares of the Company's common stock at a price equal to 50% of the stock's closing price for the 10 days prior to the notice of conversion.

 

On September 22, 2016, the Company received $50,000 from an unrelated party, and executed a Convertible Note, which bears interest at 6% and has a maturity date of September 22, 2017.  At the option of the noteholder, the principal and accrued interest, in whole or in $100 portions, are convertible into the amount of principal plus accrued interest divided by $.025.  With $0 accrued interest, this computes to 2,000,000 shares of the Company's common stock, which will increase ratably as interest accrues over time.

 

Business Combination

 

On October 28, 2016, we acquired Advantego Technologies, Inc. ("Advantego") in exchange for 127,915,000 shares of our common stock. Advantego develops software products and related services which are designed to enable an organization to rapidly and cost effectively create a comprehensive promotional and marketing campaign using social media marketing, customer relationship management, and lead generation.  Advantego is a California corporation formed on July 29, 2016.  As of December 30, 2016, Advantego had not entered into any agreements to provide its services to any third parties and had not earned any revenue.

 

In connection with this acquisition, the following management changes took place on October 28, 2016:

 

         Mark Bogani resigned as an officer and director;

         Frank Grey resigned as our Secretary and Treasurer;

         Tracy Madsen resigned as a director;

         Robert Ferguson became a director and our Chief Executive Officer;

         Fred Popke became a director and our Vice President, Secretary and Treasurer; and

         John J. Carvelli and Barry Adnams became directors.

 

Frank Grey remained as our Principal Financial and Accounting Officer and a director.

 

On December 30, 2016, we transferred the Gold Bar mill and its associated liabilities to a wholly-owned subsidiary Quove Corporation, which we formed on October 31, 2016.  We subsequently transferred the shares of the subsidiary to a trust.  When permitted by the rules and regulations of the Securities and Exchange Commission, the shares will be distributed to our shareholders who owned eleven or more shares of our common stock at the close of business on October 27, 2016.  Quove Corporation has not had any operations since its inception.