Annual report pursuant to Section 13 and 15(d)

Subsequent Events

v3.19.1
Subsequent Events
12 Months Ended
Dec. 31, 2018
Subsequent Events [Abstract]  
Subsequent Events

Note 11 - Subsequent Events.

 

On December 31, 2018, we entered into a non-transferrable Investment Agreement whereby the investor committed to purchase up to $10,000,000 of our common stock, over the course of 36 months. The aggregate number of shares issuable by us and purchasable by the investor under the Investment Agreement is 81,250,000. A registration statement for the sale of our common stock related to the Investment Agreement went effective on February 11, 2019 and we issued the first put for the sale of up to 4,400,000 shares of common stock under the Investment Agreement on February 12, 2019.

 

We may draw on the facility from time to time, as and when we determine appropriate in accordance with the terms and conditions of the Investment Agreement. The maximum amount that we are entitled to put in any one notice is the greater of: (i) 200% of the average daily volume (U.S. market only) of the common stock for the three (3) trading days prior to the date of delivery of the applicable put notice, multiplied by the average of the closing prices for such trading days or (ii) $100,000. The purchase price shall be set at ninety-four percent (94%) of the lowest daily VWAP of our common stock during the Pricing Period. However, if, on any trading day during a Pricing Period, the daily VWAP of the common stock is lower than the floor price specified by us in the put notice, then we will withdraw that portion of the put amount for each such trading day during the Pricing Period, with only the balance of such put amount above the minimum acceptable price being put to the investor. There are put restrictions applied on days between the put notice date and the closing date with respect to that particular put. During such time, we are not entitled to deliver another put notice.

 

There are circumstances under which we will not be entitled to put shares to the investor, including the following:

 

● we will not be entitled to put shares to the investor unless there is an effective registration statement under the Securities Act to cover the resale of the shares by the investor;

 

● we will not be entitled to put shares to the investor unless our common stock continues to be quoted on the OTCQB market, or becomes listed on a national securities exchange;

 

● we will not be entitled to put shares to the investor to the extent that such shares would cause the investor’s beneficial ownership to exceed 4.99% of our outstanding shares; and

 

● we will not be entitled to put shares to the investor prior to the closing date of the preceding put.

 

In connection with the preparation of the Investment Agreement and the registration rights agreement, we issued the investor a check for $10,000 and agreed to pay the investor an additional $10,000 following the first put hereunder.

 

In no event will we be obligated to register for resale more than $10,000,000 in value of shares of common stock, or 81,250,000 shares.

 

Subsequent to December 31, 2018, 443,262 shares of restricted common stock were issued as for the extension of one fixed rate note payable outstanding.

 

Subsequent to December 31, 2018, the Company converted $916,295 of principal and $104,099 of accrued interest in Variable Debentures outstanding at December 31, 2018 through the issuance of $87,829,706 of shares of common stock.

 

Subsequent to December 31, 2018, the Company issued 64 shares of Preferred C stock and 549,966 common stock purchase warrant shares with a two-year life and exercise price ranging from $0.0195 -$0.0279 in exchange for $64,000 of principal and interest in an outstanding fixed rate note.

 

Subsequent to December 31, 2018, the Company received cash of $395,000 in connection with a note issued for a total of $411,000 and issued 1,091,000 shares of restricted common stock related to this note.

 

Subsequent to December 31, 2018, the Company received cash of $61,106 from the sale of 4,400,000 shares pursuant to put notices in relation to the investment agreement dated February 11, 2019.

 

Subsequent to December 31, 2018, the Company issued 4,132,251 Shares in exchange for Services.

 

As a result of these issuances the total number of common shares outstanding is 528,959,280 Preferred B shares outstanding is 600 and Preferred C shares outstanding is 1,784.2.