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 price at 50% of the lowest market price during the period that the Company fails to make all required periodic
filings with SEC.
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 price at 50% of the lowest market price during the period that the Company fails to make all required periodic
filings with SEC.
On October 9, 2018, 52,885,151 shares were issued for the conversion of a $1,650 note and $994 interest that
had a conversion price at 50% of the lowest market price during the period that the Company fails to make all required periodic
filings with SEC.
On October 22, 2018, 49,622,751 shares were issued for the conversion of a $1,540 note and $941 interest that
had a conversion price at 50% of the lowest market price during the period that the Company fails to make all required periodic
filings with SEC.
Issuance of convertible notes
On March 23, 2018, the Company issued a convertible note of $10,000. The note bears interest at 15% per annum and mature in twelve months from the issuance date. The note can be converted at a price equal to 50% of the lowest bid price of common stock reported on the National Quotations Bureau OTC Markets during the 20 days prior to the conversion.
In May and June 2018, the Company received funding of $12,500 for the backend note entered in December 2017. The note bears interest at 15% per annum and matures on December 27, 2018. The note can be converted at a price equal to 50% of the lowest bid price of common stock reported on the National Quotations Bureau OTC Markets for the 20 days prior to the conversion, but not higher than $0.000075.
On June 6, 2018, the Company issued a convertible note with principal of $82,500 and net proceed of $71,500. The note bears interest at 12% per annum and mature in twelve months from the issuance date. The note can be converted at a price equal to 52% of the lowest bid price of common stock reported on the National Quotations Bureau OTC Markets for the 20 days prior to the conversion. Upon default, the conversion price change to 35% of the lowest trading price for the 20 days prior to the conversion.
On June 20, 2018, the Company issued a convertible note with principal of $55,000 and net proceed of $50,000. The note bears a one-time interest at 10% of the principal amount on the issuance date and mature in eight months from the issuance date. The note can be converted at a price equal to 60% of the lowest bid price of common stock reported on the National Quotations Bureau OTC Markets for the 20 days prior to the conversion. Upon default, the outstanding balance shall increase to 150% of the outstanding balance and a penalty of $1,000 per day shall accrue until the default is remedied.
On June 21, 2018, the Company received $33,500 (net proceeds of $32,000) for the backend notes entered in
March 2016. The notes bears interest at 24% per annum and were due immediately. The note can be converted at a price equal to 50%
of the lowest bid price of common stock reported on the National Quotations Bureau OTC Markets for the 15 prior days, but not higher
than $0.005.
On June 21, 2018, the Company received $17,839 (net proceeds of $15,839) for the backend note entered in February 2016.
The note bears interest at 24% per annum and was due immediately. The note can be converted at a price equal to 50% of the lowest
bid price of common stock reported on the National Quotations Bureau OTC Markets for the 15 days prior to the conversion, but not
higher than $0.001.
On October 22, 2018, the Company issued a convertible note with principal of $47,250 and net proceed of $45,000. The note bears interest at 8% per annum and mature in eight months from the issuance date. The note can be converted at a price equal to 50% of the lowest bid price of common stock reported on the National Quotations Bureau OTC Markets for the 15 days prior to the conversion, but not higher than $0.005.
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 $538,353 and $308,976, 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.
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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 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 8, 2018, the Company, after having obtained requisite shareholder approval, filed amendments to its
Certificate of Designation with the Secretary of State of Nevada, increased the designated Series B Preferred Stock to 20,000 shares
from 1,000 shares and modified certain rights and preferences. Pursuant to the amendment, the Series B Preferred Stock has voting
rights equal to 66.7% of the total voting rights at any time.
On June 8, 2018, the Company, after having obtained requisite shareholder approval, filed amendments to its Certificate of Designation with the Secretary of State of Nevada, to modify certain rights and preferences of Series C Preferred Stock. Pursuant to the amendment, 7,250 shares were designated as Series C Convertible Preferred Stock. Any issued and outstanding shares of Series C Convertible Preferred Stock shall automatically convert at $2.63 per share on December 31, 2021. Prior to the conversion, the holders do not have any dividend right, voting right. The holders also have no redemption right.
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 designated Series A Preferred Stock to 330,000
shares from 500,000 shares and modified certain rights and preferences. Pursuant to the amendment, any issued and outstanding shares
of Series A Convertible Preferred Stock shall automatically convert at $0.152 per share on December 31, 2018. The Company has the
option to force a conversion at any time after issuance. Prior to the conversion, the holders do not have any liquidation and voting
right.
Acquisition
On June 18, 2018, the Company entered into a Binding Letter of Intent (“Binding LOI”), with The 4Less Corp. (“4Less”). The Company will acquire all of the issued and outstanding shares of common stock of 4Less. The Company shall issue (1) 19,000 shares of Series B preferred stock (2) 6,750 shares of Series C preferred stock (3) 750 shares of Series D preferred stock to shareholders and pay $150,000 to 4Less within 15 days of execution of this Binding LOI. The amount was subsequently reduced to $110,000 by verbal agreement between the parties. The Company paid the $110,000 in June 2018. Timothy Armes, CEO of the Company, agreed to return 60,000,000 shares of common stock of the Company in exchange for 120 shares of Series D preferred stock at the time of execution of the definitive agreement.
On October 12, 2018 section 8 of the Binding Letter of Intent (LOI) was replaced in its entirety to reflect the extension of the term of the LOI by 30 days.
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