As of July 31, 2017 and January 31, 2017, the Company had $278,395 and $145,650 of related party accrued expenses related to accrued compensation for employees and consultants.
The Company maintains its executive offices of approximately 300 sq. ft., at 758 E. Bethel School Road, Coppell, Texas 75019 in the home of the President and CEO for which it pays no rent. The Company and the CEO moved the office to 6515 Goodman Rd., #258, Olive Branch, MS. 38654 in July 2018. The Company plans to lease office space when their operations require it and funding permits.
There is pending litigation initiated by the Company around the validity of a $100,000 note which the Company signed based upon representations of funding from the maker which was never received. The Company initiated litigation to dispute the note and the 10,151,540 shares that have been issued.
NOTE 8 – SUBSEQUENT EVENTS
Conversion of notes
On November 15, 2017, 55,938,667 shares were issued for the conversion of a $6,050 Note and $2,341 interest that had a conversion feature at 50% of the market price per share.
On November 15, 2017, 61,429,041 shares were issued for the conversion of a $4,400 Note and $1,743 interest that had a conversion feature at 50% of the market price per share.
On December 8, 2017, 61,455,342 shares were issued for the conversion of a $4,400 Note and $1,745 interest that had a conversion feature at 50% of the market price per share.
On January 19, 2018, 34,000,000 shares were issued for the conversion of $2,550 of debt. This amount was a partial conversion of a $12,500 note that existed as of January 31, 2017 and assigned to another holder. The note had a conversion feature of 50% of the lowest bid price of common stock reported on National Quotations Bureau OTC Markets for the 40 prior days but not higher than $.000075 per share. Conversion of the $2,550 Note that existed as of January 31, 2017 to another party. The note had a conversion feature of 50% of lowest bid but not higher than $0.000075 per share.
On June 6, 2018, 66,897,096 shares were issued for the conversion of a $2,200 Note and $1,145 interest that had a conversion feature at 50% of the market price per share.
On July 30, 2018, 54,767,518 shares were issued for the conversion of a $1,760 Note and $978 interest that had a conversion feature at 50% of the market price per share.
Issuance of shares for services
On January 31, 2018, 1,000,000 shares valued at $300 were issued for services to Seaside Advisors, LLC.
On January 31, 2018, 10,000,000 shares valued at $3,000 were issued to Eilers Law Group P.A. for services.
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Settlement of accounts payable
On January 31, 2018, 30,000,000 shares were issued to Garret Armes to settle $2,250 of accrued deferred compensation.
On January 31, 2018, 10,000,000 shares were issued to Kate Chambrovich to settle $750 of accrued deferred compensation.
On January 31, 2018, 15,000,000 shares were issued to Lynn Management, LLC to settle $1,125 of accrued payables.
Issuance of convertible notes
On December 27, 2017, the Company issued a convertible note with a principal amount of $51,750. The note bears 15% interest, and is due on December 27, 2018. The note can be converted at 50% of the lowest bid price of common stock reported on the National Quotations Bureau OTC Markets for the 40 prior days. The conversion price shall not be higher than $.000075 per share. On March 7, 2018 the Company issued a Warrant to purchase 34,000,000 shares of common stock to the note holder at exercise price of $0.000075 per share. The warrant expires in March, 2021.
Issuance of replacement notes
On April 25, 2018, the Company entered into replacement notes with 4 existing note holders including Larry Glenn, Jr., Charles Hickle, Dynacap Global Capital Fund II, LP., and Phenix Suites, LLC. The new notes combined the principle amounts of each of their existing notes along with each note’s accrued interest, extended the maturity dates to April 24, 2020 with an interest rate per annum of 15%.
Each note is convertible with a conversion price for each share equal to the lower of: (a) 50% lowest bid price of the common stock, as reported on the National Quotations Bureau OTC Markets which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the 20 (twenty) prior trading days including the day of issuance of this herein Note or (b) 50% lowest bid price of the common stock, as reported on the National Quotations Bureau OTC Markets which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the 20 (twenty) prior trading days including the day upon which a Notice of Conversion of the Note, is received by the Company. The total principal and accrued interest replaced were $530,650 and $ 316,679, respectively.
Cancellation of convertible notes
On February 1, 2018, the Company entered a loan cancellation agreement with Optimum MCGI Holdings LLC. An aggregate total amount of $36,837 was cancelled and released.
Modification to Rights of Security Holders
On June 8, 2018, the Company filed a Certificate of Designation for its Series D Preferred Stock with the Secretary of State of Nevada designating 870 shares of its authorized preferred stock as Series D Preferred Stock (“Series D”). The shares of Series D shall have a par value of $0.001 per share. The shares of Series D do not have any dividend rights, voting rights or pre-emptive rights and are redeemable by either the Company or the Holder at an amount of $1,000 per share.
On June 13, 2018, the Company, after having obtained requisite shareholder approval, filed amendments to its Certificate of Designation with the Secretary of State of Nevada, decreased the authorized Series A Preferred Stock to 330,000 shares and modified certain rights and preferences.
Acquisition
On June 18, 2018, the Company entered into a Binding Letter of Intent (“Binding LOI”), with The 4 Less Corp. (“4Less”). The Company will acquire all of the issued and outstanding shares of common stock of 4Less by (1) issuance of 19,000 shares of Series B preferred stock; (2) issuance of 6,750 shares of Series C preferred stock; (3) issuance of 750 shares of Series D preferred stock to shareholders; and (4) payment of $150,000 to 4Less within 15 days of execution of this Binding LOI. Timothy Armes, CEO of the Company, agreed to return 60,000,000 shares of common stock of the Company in exchange 120 shares of Series D preferred stock at the time of execution of the definitive agreement.
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