Quarterly report pursuant to Section 13 or 15(d)

Subsequent Events

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Subsequent Events
3 Months Ended
Mar. 31, 2020
Subsequent Events [Abstract]  
Subsequent Events

Note 11 – Subsequent Events

 

Subsequent to March 31, 2020, an aggregate of 1,854,635 shares of restricted common stock were issued on the conversion of $123,150 of principal and $27,413 of accrued interest pursuant to Variable Notes.

 

Subsequent to March 31, 2020, the Company issued 969,766 shares of common stock and 56,094 shares of restricted common stock pursuant to the conversion of 104 Series C at $,1000 stated value.

 

Subsequent to March 31, 2020, an aggregate of 409,000 shares of restricted common stock were issued pursuant to a Securities Purchase Agreement as a result of the issuance of a debenture

 

Subsequent to March 31, 2020, an aggregate of 385,963 shares of restricted common stock were issued pursuant to a Equity Line Purchase Agreement.

 

Subsequent to March 31, 2020, the Company entered into a Note Modification and Forbearance Agreement with lenders holding approximately $4,500,00 of Convertible Debt.

 

Subsequent to March 31, 2020, the Company entered into an Equity Line Purchase Agreement that requires the Company to apply at least 50% of the proceeds of puts to the payment of certain variable rate convertible notes.

 

Subsequent to March 31, 2020, the Company issued one fixed rate debenture for an aggregate amount of $525,000, with maturity of 1 year and carrying coupon of 10% or 24% upon event of default. This debenture is convertible into shares of common stock at the option of the holder upon an event of default.

 

As a result of these issuances, the total number of common shares outstanding is 10,503,151, Preferred B shares outstanding is 600, Preferred C shares outstanding is 720 and Preferred D shares outstanding is 305.

 

On May 17, 2020, the Company received a letter (the “Letter”) from an attorney representing Auctus Fund, LLC (“Auctus”), a lender to the Company, which claimed that a convertible promissory note in the original principal amount of $275,250 (the “Note”) was “in default”. The Letter, among other things, threatened litigation against the Company and its officers for damages and liquidated damages. To the Company’s knowledge no action has been initiated in any court with respect to the Note. In the event Auctus were to commence litigation, the Company would defend the same vigorously and believes it has both valid defenses to any claims by and substantial counter-claims against Auctus.

 

In order to encourage the holders of its Series C Preferred Stock to affect conversions into common stock, the Company has issued a “bonus” of 20% of the shares issued upon conversion to converting shareholders. Management views these shares as newly issued and not issued upon conversion of the Series C Preferred Stock. Accordingly, such shares are subject to a standard legend regarding lack of registration under the Securities Act of 1933, as amended.

 

On June 11, 2020, the Company granted options for the purchase of an aggregate of 74,668,000 shares at $0.1401, the then price of the Company’s common stock on the OTCQB, to 13 consultants to the Company. The options are of three year’s duration, are not immediately exercisable and prohibit any exercise which would cause the holder to become a more than 4.99% holder of the Company’s common stock. The Company is obligated to file a registration statement with respect to the shares issuable upon exercise of the options.

 

On June 8, 2020, the Company entered into a twelve-month consulting agreement for corporate awareness services providing for the payment cash fees of $5,000 per month and the issuance of 25,000 shares of common stock per month. 25,000 shares have been issued.