Notes to Consolidated Financial Statements
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES
A.
Organization
FullCircle Registry, Inc., was originally incorporated as WillRequest.com, Inc. under the laws of the State of Delaware on January 20, 2000. In July 2000, the Company changed its name from WillRequest.com, Inc. to FullCircle Registry, Inc. The Company was formed to provide a digital safe deposit box for vital medical and legal information of its customers.
Excel Publishing, Inc. (Excel) was incorporated on June 7, 2000 in the State of Nevada. On April 10, 2002, Excel merged with FullCircle Registry, Inc., which was a private Delaware corporation. Per the terms of the agreement, Excel agreed to deliver 12,000,000 shares of Excels common stock to the shareholders of FullCircle Registry, Inc. in exchange for 100% of FullCircle Registry Inc.s common shares. The merger was treated as a reverse merger with FullCircle Registry, Inc. being the surviving corporation; therefore, all historical financial information prior to the acquisition date is that of FullCircle Registry, Inc. Pursuant to the merger, the Company changed its name from Excel Publishing, Inc. to FullCircle Registry, Inc. (the Company).
In 2008, the Company elected to revise its mission statement that it would become a holding Company for the purpose of acquiring small profitable businesses to provide exit plans for those companys owners.
In 2016, the Company elected to revise its mission statement that it would build shareholder value through new business development within the parent Company and by maximizing the potential of the Company's movie theater holdings.
B.
Accounting Method & Revenue Recognition
The Company's policy is to use the accrual method of accounting to prepare and present financial statements that conform to generally accepted accounting principles (GAAP). Revenue is recognized for the performance of providing goods, services or other rights to customers.
C.
Principles of Consolidation
For the years ended December 31, 2016 and 2015, the consolidated financial statements include the books and records of FullCircle Registry, Inc., FullCircle Entertainment, Inc., FullCircle Medical Supplies, Inc., FullCircle Prescription Services, Inc. and FullCircle Insurance Agency, Inc. All inter-Company transactions and accounts have been eliminated in the consolidation.
D.
Use of Estimates in the Preparation of Consolidated Financial Statements
The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and expenses during the reporting period. In these consolidated financial statements, assets, liabilities and expenses involve extensive reliance on managements estimates. Actual results could differ from those estimates.
E.
Capital Structure
The Companys capital structure is as follows:
The Company is authorized 10,000,000 shares of Preferred stock with a par value of $.001. The Companys Class A issued and outstanding shares is 10,000. The Companys Class B issued and outstanding is 300,600.
The Class A Preferred Stock is non-voting shares and are available for conversion into Class A Common Stock. The remaining 10,000 shares of Class A Preferred outstanding shares are convertible into 500,000 shares of Class A Common stock.
F-7
FullCircle Registry, Inc.
For the Years Ended December 31, 2016 and December 31, 2015
Notes to Consolidated Financial Statements
The Class B Preferred Stock is entitled to an annual cumulative dividend of $.02 per share, and each share is convertible into ten shares of Common Stock. Until converted, each share of Class B Preferred Stock is entitled to ten votes on any matter subject to a vote of the shareholders. The shares of Class B Preferred Stock are entitled to a liquidation preference equal to ten times the amount received per share of Common Stock upon liquidation.
Class A preferred shares have no voting rights. Class B preferred shares have voting rights at 10 for 1 share. There is no publicly traded market for our preferred shares.
Preferred dividends declared were $6,011 and $5,995 for each of the years ended December 31, 2016 and 2015, respectively for the Class B shares issued.
Common stock, authorized 200,000,000 shares of $.001 par value, issued and outstanding
191,953,084 on December 31, 2016 and 185,754,300 on December 31, 2015. The common stock has one vote per share. The common stock is traded on the OTCBB under the symbol FLCR.
The Company has not paid, nor declared, any dividends on common shares since its inception and does not intend to declare any such dividends in the foreseeable future. The Company's ability to pay dividends is subject to limitations imposed by Nevada law. Under Nevada law, dividends may be paid to the extent that the corporation's assets exceed its liabilities and it is able to pay its debts as they become due in the usual course of business.
F.
Property and Equipment
Property and equipment are recorded at cost. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation of property and equipment is provided using the straight-line method over the respective useful lives ranging from 3-40 years. Depreciation expense for the years ended December 31, 2016 and 2015 totaled $300,501 and $408,517, respectively.
G.
Impairment of Long Lived Assets
The Company assesses whether certain relevant factors limit the period over which acquired assets are expected to contribute directly or indirectly to future cash flows for amortization purposes. Under certain conditions the Company may assess the recoverability of the unamortized balance of its long-lived assets based on undiscounted expected future cash flows. Should the review indicate that the carrying value is not fully recoverable; the excess of the carrying value over the fair value of any intangible asset is recognized as an impairment loss.
The Company recorded an impairment charge from continuing operations of $487,562 for the year ended, December 31, 2016. The estimated aggregate fair value of the long-lived assets impaired during the year ended December 31, 2016 was $3,990,000 and consisted of the Companys land and building. The Companys fair value estimate was derived primarily from estimated future cash flows of the Save-A-Lot portion of their building and land associated with a planned sale of the property by the Company during the year ending December 31, 2017 as well as a third-party appraisal on both the Save-A-Lot portion and movie theater portion of the Companys building and land.
F-8
FullCircle Registry, Inc.
For the Years Ended December 31, 2016 and December 31, 2015
Notes to Consolidated Financial Statements
H.
Earnings (Loss) Per Share
The computation of earnings per share of common stock is based on the weighted average number of shares outstanding at the date of the consolidated financial statements.
|
|
|
|
|
|
|
For the Years
|
|
|
Ended December 31,
|
|
|
2016
|
|
2015
|
|
|
|
|
|
Net loss
|
$
|
(1,073,378)
|
$
|
(695,678)
|
|
|
|
|
|
Net basic and fully diluted loss per share
|
$
|
(.006)
|
$
|
(0.004)
|
|
|
|
|
|
Weighted average shares outstanding - Basic
|
|
187,252,787
|
|
170,062,348
|
|
|
|
|
|
Weighted average shares outstanding - Diluted
|
|
218,725,516
|
|
195,389,178
|
There are no outstanding common stock options and/or warrants.
F-9
FullCircle Registry, Inc.
For the Years Ended December 31, 2016 and December 31, 2015
Notes to Consolidated Financial Statements
I.
Provision for Income Taxes
The Companys deferred tax assets and liabilities as of December 31, 2016 and 2015 are summarized as follows:
|
|
|
|
|
|
|
2016
|
|
2015
|
|
|
|
|
|
Net operating loss carry forward
|
$
|
3,700,517
|
$
|
3,535,783
|
|
|
|
|
|
Building and land impairment
|
|
175,522
|
|
-
|
|
|
|
|
|
Deferred tax assets
|
|
3,876,039
|
|
3,535,783
|
|
|
|
|
|
Valuation allowance
|
|
(3,876,039)
|
|
(3,535,783)
|
|
|
|
|
|
Total deferred tax assets:
|
$
|
-
|
$
|
-
|
|
|
|
|
|
Federal and state income tax expense for the years ended December 31, 2016 and 2015, are summarized as follows:
|
|
|
|
|
|
|
|
2016
|
|
2015
|
|
|
|
|
|
Current federal and state tax expense
|
$
|
-
|
$
|
-
|
|
|
|
|
|
Deferred federal and state tax benefit
|
|
340,256
|
|
275,687
|
|
|
|
|
|
Change in valuation allowance
|
|
(340,256)
|
|
(275,687)
|
|
|
|
|
|
Income tax expense
|
$
|
-
|
$
|
-
|
The Company has adopted FASB ASC 740-10 to account for income taxes. The Company currently has no items creating material temporary differences that would give rise to deferred tax assets or liabilities except as noted above. Net operating losses give rise to possible tax assets in future years. Due to the uncertainty of the utilization of net operating loss carry forwards; a valuation allowance has been made to the extent of any future tax benefit that the net operating losses may generate. A provision for income taxes has not been made due to the deferred tax asset associated with the net operating loss carry-forwards of approximately $10,279,000 and $9,693,000 as of December 31, 2016 and December 31, 2015, respectively, which may be offset against future taxable income. These net operating loss carry-forwards begin to expire in the year 2020. No tax benefit has been reported in the financial statements. Tax rates differ from statutory rates due to the uncertainty of the above.
The Company did not have any tax positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within the next 12 months.
The Company includes interest and penalties arising from the underpayment of income taxes in the consolidated statements of operations in the provision for income taxes. As of December 2016, and 2015, the Company had no accrued interest or penalties related to uncertain tax positions.
The Companys federal and various state income tax returns for 2013 through 2015 are subject to examination by the applicable tax authorities, generally for three years after the later of the original or extended due date.
J.
Concentration of Risk
Financial instruments which potentially subject the Company to concentrations of credit risk are cash and cash equivalents. The Company places its cash with financial institutions deemed by management to be of high credit quality.
F-10
FullCircle Registry, Inc.
For the Years Ended December 31, 2016 and December 31, 2015
Notes to Consolidated Financial Statements
K.
Statements of Financial Accounting Standards
In May 2014, the FASB issued ASU 2014-9,
Revenue from Contracts with Customers
. ASU 2014-9 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: identify contract(s) with a customer; identify the performance obligations in the contract; determine the transaction price; allocate the transaction price to the performance obligations in the contract; and recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 supersedes the revenue recognition requirements in Accounting Standards Codification Topic No. 605, Revenue Recognition, most industry-specific guidance throughout the industry topics of the accounting standards codification, and some cost guidance related to construction-type and production-type contracts. ASU 2014-09 is effective for public entities for annual periods and interim periods within those annual periods beginning after December 15, 2017. In August 2015, the FASB issues ASU 2015-14,
Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date
, which deferred the effective date of ASU 2014-09 for one year. Early adoption is permitted for annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. Companies may use either a full retrospective or a modified retrospective approach to adopt ASU 2014-9. The Company is currently evaluating the potential impact of adopting this guidance, but due to the nature of its operations does not believe that it will have a significant impact on its consolidated financial statements.
In November 2015, the FASB issued ASU 2015-17,
Income Taxes: Balance Sheet Classification of Deferred Taxes
, which requires entities to present deferred tax assets and deferred tax liabilities as noncurrent in a classified balance sheet. The ASU is effective for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. Early adoption is permitted for all entities. The Company is currently evaluating the potential impact of adopting this guidance, but due to the nature of its operations does not believe that it will have a significant impact on its consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02,
Leases (Topic 842)
, which supersedes the existing guidance for lease accounting,
Leases (Topic 840)
. ASU 2016-02 requires lessees to recognize a lease liability and a right-of-use asset for all leases. Lessor accounting remains largely unchanged. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early adoption is permitted for all entities. ASU 2016-02 requires a modified retrospective approach for all leases existing at, or entered into after the date of initial adoption, with an option to elect to use certain transition relief. The Company is currently evaluating the impact of this new standard on its consolidated financial statements.
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on our present or future financial statements.
L.
Advertising
Advertising costs are expensed as incurred. Advertising expense was $17,283 and $546 for the years ending December 31, 2016 and 2015, respectively.
M.
Cash and Cash Equivalents
For the purposes of the Statements of Cash Flows, the Company considers cash and cash equivalents to be cash in all bank accounts, including money market and temporary investments that have an original maturity of three months or less.
N.
Reclassifications
Certain amounts included in the prior years balance sheet and statement of cash flows has been reclassified to conform to the current years presentation. The reclassifications have no effect on total assets, total liabilities, stockholders deficit, or net loss as previously reported.
F-11
FullCircle Registry, Inc.
For the Years Ended December 31, 2016 and December 31, 2015
Notes to Consolidated Financial Statements
O.
Subsequent Events
The Company has evaluated subsequent events through the date the consolidated statements were issued and filed with the annual report. Subsequent to December 31, 2016, the Company entered into a loan modification agreement with Kirkland Financial which became effective as of January 15, 2017. The loan modification agreement combines the Companys real estate mortgage note and digital equipment note into a single promissory note, modified the interest rate, monthly payment and maturity date. The single loan obligation as modified currently calls for monthly payments of $15,223 at an interest rate of 2.5% with a final balloon payment due of $4,410,562 on July 15, 2020. See Note 3 for further discussion regarding the loan modification.
NOTE 2. GOING CONCERN
The accompanying Consolidated Financial Statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has suffered recurring losses, negative working capital and is dependent upon raising capital to continue operations. The Company has incurred losses resulting in an accumulated deficit of $11,714,186 as of December 31, 2016 and $10,634,797 as of December 31, 2015, respectively.
The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. It is managements plan to generate additional working capital by increasing revenue resulting in new sales and marketing initiatives and by raising additional capital from investors.
Management's plans with regards to these issues are as follows:
·
Improving our Georgetown 14 Cinemas investment;
·
Expanding revenues by improving the net operating margins at our theaters;
·
Expanding our Dine-In Cinema LITE business model to acquisition of or partnership with theater operations in other urban markets;
·
Selling our leased property;
·
Raising new investment capital, either in the form of equity or loans, sufficient to meet the Company's operating expenses until the revenues are sufficient to meet operating expenses on an ongoing basis;
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
F-12
FullCircle Registry, Inc.
For the Years Ended December 31, 2016 and December 31, 2015
Notes to Consolidated Financial Statements
NOTE 4. NOTES PAYABLE
The Company's notes payable obligations to unrelated parties are as follows as of December 31, 2016 and 2015:
|
|
|
|
|
|
|
2016
|
|
2015
|
Note payable to an individual in which the note accrues interest on the original principal balance at a rate of 8% interest annually and is due on demand.
|
$
|
20,000
|
$
|
20,000
|
|
|
|
|
|
Note payable to an individual in which the note accrues interest on the original principal balance at a rate of 8% interest annually and is due on demand.
|
|
10,000
|
|
10,000
|
|
|
|
|
|
Note payable to an individual in which the note accrues interest on the original principal balance at a rate of 6.25% interest annually and is scheduled to mature in November 2017.
|
|
25,000
|
|
-
|
|
|
|
|
|
Note payable to an individual in which the note accrues interest on the original principal balance at a rate of 6.25% interest annually and is schedule to mature in December 2018.
|
|
25,000
|
|
-
|
|
|
|
|
|
Digital equipment note payable to a financial institution in which interest payable at 7% annually through December, 2016; secured by the digital equipment. The note payable was modified subsequent to December 31, 2016, see Mortgage and Digital Note Refinancing note below. The current maturities of the digital equipment note payable has been adjusted to reflect the loan modification.
|
|
242,450
|
|
361,295
|
|
|
|
|
|
Mortgage payable assumed in acquisition, less current portion; interest payable at 4.75% monthly payments of $34,435 through December 31, 2016. The mortgage payable is secured by the building and land as well as guarantees by related parties. The note payable was modified subsequent to December 31, 2016, see Mortgage and Digital Note Refinancing note below. The current maturities of the mortgage payable have been adjusted to reflect the loan modification.
|
|
4,373,001
|
|
4,373,000
|
|
|
|
|
|
Total Non-Related Party Notes Payable
|
|
4,695,451
|
|
4,764,295
|
|
|
|
|
|
Current Portion of Non-Related Party Notes Payable
|
|
110,688
|
|
4,507,921
|
|
|
|
|
|
Long-term Portion of Non-Related Party Notes Payable
|
$
|
4,584,763
|
$
|
256,374
|
Future minimum principal payments on the non-related party notes payable are as follows:
|
|
|
2017
|
$
|
110,688
|
2018
|
|
87,315
|
2019
|
|
63,990
|
2020
|
|
4,433,458
|
Total
|
$
|
4,695,451
|
F-13
FullCircle Registry, Inc.
For the Years Ended December 31, 2016 and December 31, 2015
Notes to Consolidated Financial Statements
NOTE 4. NOTES PAYABLE
The Company's notes payable obligations to related parties are as follows as of December 31, 2016 and 2015:
|
|
|
|
|
|
|
2016
|
|
2015
|
Note payable to a related party in which the note accrues interest on the original principal balance at a rate of 15% interest annually and is due on demand.
|
$
|
151,891
|
$
|
151,891
|
|
|
|
|
|
Notes payable to a related party in which the note accrues interest on the original principal balance at a rate of 12% interest annually and is due on demand. The note payable principal and interest at the election of the lender can be converted to restricted shares of common voting stock at $.04 per share.
|
|
50,000
|
|
50,000
|
|
|
|
|
|
Notes payable to a related party in which the note accrues interest on the original principal balance at a rate of 10% interest annually and is due on demand. The notes payable principal and interest at the election of the lenders can be converted to restricted shares of common voting stock at $.04 per share.
|
|
803,888
|
|
803,136
|
|
|
|
|
|
Notes payable to a related party in which the note accrues interest on the original principal balance at a rate of 8% interest annually and is due on demand.
|
|
76,626
|
|
76,626
|
|
|
|
|
|
Note payable to a related party in which the note accrues interest on the original principal balance at a rate of 6.25% interest annually and is scheduled to mature in October 2017.
|
|
25,000
|
|
-
|
|
|
|
|
|
Various notes payable to a related party in which the note accrues interest on the original principal balance at a rate of 10% interest annually through December 31, 2016 at which time the interest rate is reduced to 6.25% interest annually. The notes are scheduled to mature at various date from January 2017 through December 2018
|
|
118,927
|
|
-
|
|
|
|
|
|
Total Related Party Notes Payable
|
|
1,226,332
|
|
1,081,653
|
|
|
|
|
|
Current Portion of Related Party Notes Payable
|
|
1,159,390
|
|
1,081,653
|
|
|
|
|
|
Long-term Portion of Related Party Notes Payable
|
$
|
66,942
|
$
|
-
|
Future minimum principal payments on the related party notes payable are as follows:
|
|
|
2017
|
$
|
1,159,390
|
2018
|
|
66,942
|
Total
|
$
|
1,226,332
|
F-14
FullCircle Registry, Inc.
For the Years Ended December 31, 2016 and December 31, 2015
Notes to Consolidated Financial Statements
Mortgage Note Payable and Digital Equipment Refinancing
On July 31, 2015, the Company entered into a change in terms agreement with the Companys lender whereby the lender agreed to modify the payment schedule from a monthly fixed principal and interest payment in the amount of $34,435 to interest-only payments of $17,310 beginning with payment due date of June 15, 2015 thru November 15, 2015. The normal payment of principal and interest of $34,435 was to resume on December 15, 2015.
In late 2015, both the property mortgage loan and the equipment loan were transferred to another lender, Kirkland Financial. Due to the continued declined in net revenues, FullCircle Entertainment was unable to resume principle and interest payments as had been agreed with the previous lender. Interest-only payments were made in December, 2015 as well as January and February, 2016. Beginning in March, 2016, the Company was unable to make the interest-only payments on the property mortgage loan, but continued to pay the full principle and interest on the equipment loan.
Delinquent property mortgage loan payments continued to accrue until September, 2016. After Jon Findley was appointed as the Companys CEO, filling the vacancy caused by the sudden passing of Norman Frohreich, Jon Findley and the Board of Directors made renegotiation of the Kirkland Financial property mortgage loan a high priority. To demonstrate good faith, interest-only payments were resumed in September, 2016 and Jon Findley began negotiations with Kirkland Financial in mid-October. Jon Findley requested that Kirkland Financial combine both the property mortgage loan and the equipment loan into a more affordable single monthly payment. Prior to the end of December, Kirkland Financial responded with a restructured loan agreement which reduced the combined property and equipment monthly payment from $46,094 to $15,223. The amended single loan obligation, which became effective subsequent to December 31, 2015 on January 15, 2017 currently calls for monthly payments of $15,223 at an interest rate of 2.5% with a final balloon payment due of $4,410,562 on July 15, 2020.
NOTE 5. RELATED PARTY
The Company received advances from related parties for $144,679and $245,342 for operating needs in 2016 and 2015, respectively. The balance of the notes payable to related parties was $1,226,332 and $1,081,653 as of December 31, 2016 and 2015 respectively.
NOTE 6. COMMITMENTS
Our principal executive offices are currently located at 1125 Summit Drive, Shelbyville, KY 40065-9540 which the Company is not charged rent on a monthly basis. The Companys former principal executive offices were on a verbal month-to-month agreement with rent being paid at $750 per month through September 2016
NOTE 7. INTANGIBLE ASSETS
The Companys intangible assets have been fully amortized.
F-15
FullCircle Registry, Inc.
For the Years Ended December 31, 2016 and December 31, 2015
Notes to Consolidated Financial Statements
NOTE 8. LEASES LESSORS
The Company leases space to a Save-A-Lot grocery store at our Indianapolis location.
Save-A-Lot corporate assumed the lease in March 2014 for seven years with three five-year options.
Monthly rent charged to the tenant is $13,373 per month. Total rental income relating to this lease was $160,470 for the years ended December 31, 2016 and 215, respectively. The following is a schedule of future minimum rentals under the lease:
|
|
|
|
Year Ending December 31,
|
|
|
|
|
2017
|
|
$
|
160,470
|
2018
|
|
|
160,470
|
2019
|
|
|
160,470
|
2020
|
|
|
160,470
|
Thereafter
|
|
|
120,352
|
Total
|
|
$
|
762,323
|
The initial lease term ends September 30, 2021. Save-A-Lot reserves the right to exercise three five-year options, which would extend the maturity date to September 30, 2036.
The Company intends to sell the leased property during the year ended December 31, 2017. This will result in the loss of a portion of projected rental income in 2017 once the sale is completed, as well as all other years under the lease agreement in effect. Proceeds from the sale of the property will be used to pay down the mortgage principle on the retained real estate property which includes our theater building.
F-16
FullCircle Registry, Inc.
For the Years Ended December 31, 2016 and December 31, 2015
Notes to Consolidated Financial Statements
NOTE 9. STOCKHOLDERS EQUITY
2016
In 2016, the Company issued 528,768 shares of common stock for $2,643 of management services at $.005 per share.
In 2016, the Company issued 1,000,000 shares of common stock for $5,000 for working capital at $.005 per share.
In 2016, the Company issued 160,170 shares of common stock for $1,601 for legal work performed at $.01 per share.
In 2016, the Company issued 163,020 shares of common stock for $1,630 for legal work performed at $.01 per share.
In 2016, the Company returned to Treasury 1,000 shares of common stock for $2.30 at $.0023 per share.
In 2016, the Company issued 4,347,826 shares of common stock for $10,000 for working capital at $.0023 per share.
2015
In 2015, the Company issued 738,280 shares of common stock for $14,766 in consulting work at $.02 per share.
In 2015, the Company returned to treasury 2,500 shares of common stock for $25 at $.01 per share.
In 2015, the Company issued 2,377,480 shares of common stock for $23,774 in consulting work at $.01 per share.
In 2015, the Company issued 6,166,700 restricted shares of common stock for $61,667 in consulting work at $.01 per share.
In 2015, the Company issued 1,000,000 and 1,000,000 restricted shares of its common stock for a total of $15,000 at $.01 and $.005 per share for working capital, respectively.
In 2015, the Company issued 2,000,000 shares of common stock for $10,400 in consulting work at $.0052 per share.
In 2015, the Company issued 3,500,000 restricted shares of common stock for $18,200 in consulting work at $.0052 per share.
In 2015, the Company issued 13,215,588 restricted shares of common stock for $66,078 in consulting work at $.005 per share.
In 2015, the Company issued 12,153,358 shares of common stock for $47,500 at $.00391 per share for working capital.
The Company estimates the fair value of its shares issued for services based on prices obtained for cash from non-related third parties or the bid price of the market of our stock.
F-17