NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017
(Unaudited)
1. NATURE OF OPERATIONS
AppYea, Inc. ("AppYea", "the Company", "we" or "us") was incorporated in the State of South Dakota on November 26, 2012 to engage in the acquisition, purchase, maintenance and creation of mobile software applications. The Company is in the development stage with no significant revenues and a limited operating history.
The Company incorporated a wholly-owned subsidiary, "The Diagnostic Centers Inc." in State of South Dakota on August 2, 2017.
On June 9, 2017, the Company entered into a Management Services Agreement (“MSA”) with The Diagnostic Group, LLC, A Delaware limited liability company (“TDG”) under the terms of which, the Company shall perform activities related to direct marketing of TDG products and services to healthcare providers. The initial term of the Agreement will be for thirty-six (36) months from the effective date. The MSA shall automatically renew for successive one (1) year terms, unless either Party gives the other Party ninety (90) days’ written notice of termination prior to the effective date of any renewal term, or unless the MSA is terminated earlier in accordance with Section 6 of the MSA. The Company will be paid for providing services to directly recruited customers at the rate of 35% of the Net Collected Revenue collected from non-federally funded payors by third party providers affiliated or contracted with TDG for ancillary services ordered by recruited customers less any lab specific costs related to any referred samples and/or services and less any refunds or chargebacks. The Company will be paid by the 15th of each month for Net Collected Revenue from the previous month.
The Company's common stock is traded on the OTC Markets (www.otcmarkets.com) under the symbol "APYP". The first day of trading on the OTC Markets was December 15, 2014.
2. SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements.
In the opinion of the company’s management, the accompanying unaudited interim financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the company as of December 31, 2017 and the results of operations and cash flows for the periods presented. The results of operations for the six months ended December 31, 2017 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited financial statements should be read in conjunction with the financial statements and related notes thereto included in the company’s Annual Report on Form 10-K for the year ended June 30, 2017 filed with the SEC on October 13, 2017.
Use of Estimates
The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include assumptions about the valuation and recognition of stock-based compensation expense, the valuation and recognition of derivative liability, valuation allowance for deferred tax assets and useful life of fixed assets.
Principles of Consolidation
The consolidated financial statements include the accounts of AppYea and its subsidiary. Intercompany transactions and balances have been eliminated.
Equity Method Investment
The Company owns membership interests of 5% in an LLC. The Company accounts for its interest in this entity using the equity method. The Company’s investment in this entity was $25,000 at December 31, 2017. Under the equity method of accounting, the Company records the investment at cost. The Company’s investment in the entity is increased by additional contributions to the entity as well as its proportionate share of earnings in the entity. Conversely, the Company’s investment is decreased by distributions made by the Company and by its proportionate share of losses. On a combined basis, the assets, liabilities, revenues and expenses of the entity was not significant during the three months ended December 31, 2017.
Fair Value of Financial Instruments
As defined in ASC 820” Fair
Value Measurements,”
fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).
The following table summarizes fair value measurements by level at December 31, 2017 and June 30, 2017, measured at fair value on a recurring basis:
December 31, 2017
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
None
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liabilities
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
440,701
|
|
|
$
|
440,701
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2017
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
None
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liabilities
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
114,316
|
|
|
$
|
114,316
|
|
3. GOING CONCERN AND LIQUIDITY
At December 31, 2017, the Company had cash of $10,087 and current liabilities of $911,399 and a working capital deficit of $856,012. The Company has generated net losses since inception. The Company anticipates future losses in its business. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
The Company’s ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. There is no assurance that this series of events will be satisfactorily completed.
4. FIXED ASSETS
As at December 31, 2017 and June 30, 2017, the balance of fixed assets represented a vehicle and mobile application software as follows:
|
|
December 31,
|
|
|
June 30,
|
|
|
|
2017
|
|
|
2017
|
|
Mobile applications
|
|
$
|
257,870
|
|
|
$
|
257,870
|
|
Accumulated depreciation
|
|
|
(237,570
|
)
|
|
|
(218,826
|
)
|
Fixed assets, net
|
|
$
|
20,300
|
|
|
$
|
39,044
|
|
Depreciation expense for the six months ended December 31, 2017 and 2016 was $18,744 and $21,984, respectively.
5. CONVERTIBLE LOANS
At December 31, 2017 and June 30, 2017, convertible loans consisted of the following:
|
|
December 31,
|
|
|
June 30,
|
|
|
|
2017
|
|
|
2017
|
|
March 2015 Note
|
|
$
|
-
|
|
|
$
|
-
|
|
November 2016 Note -1
|
|
|
140,802
|
|
|
|
246,833
|
|
November 2016 Note -2
|
|
|
-
|
|
|
|
4,044
|
|
Convertible notes -Issued in fiscal year 2018
|
|
|
101,667
|
|
|
|
-
|
|
Total convertible notes payable
|
|
|
242,469
|
|
|
|
250,877
|
|
|
|
|
|
|
|
|
|
|
Accrued interest
|
|
|
16,263
|
|
|
|
11,267
|
|
Less: Unamortized debt discount
|
|
|
(154,465
|
)
|
|
|
(87,240
|
)
|
Total convertible notes
|
|
|
104,267
|
|
|
|
174,904
|
|
|
|
|
|
|
|
|
|
|
Less: current portion of convertible notes
|
|
|
104,267
|
|
|
|
174,904
|
|
Long-term convertible notes
|
|
$
|
-
|
|
|
$
|
-
|
|
During the six months ended December 31, 2017 and 2016, the Company recognized amortization of discount, included in interest expense, of $169,442 and $4,119, respectively.
March 2015 Note
On March 13, 2015, the Company issued a $10,000 convertible promissory note payable. The unsecured convertible promissory note payable is due upon demand and carries an interest rate of 12% per annum. The note payable is convertible at the option of the holder, at 50% of the lowest traded price for the 60 days preceding conversion as posted on the OTC Markets or on such US National Exchange upon which the Company may be listed. Effective March 13, 2015, the Company evaluated the terms of the conversion features of the convertible debenture in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity's Own Stock and determined it is indexed to the Company's common stock and that the conversion features meet the definition of a liability and therefore bifurcated the conversion feature and accounted for it as a separate derivative liability. The Company valued the conversion feature at the issue date (March 13, 2015) at $14,552 using the Black Scholes valuation model. $10,000 of the value assigned to the derivative liability was recognized as a debt discount on the convertible debenture. The debt discount was recorded as a reduction (contra-liability) to the convertible debenture and is being amortized over the life of the convertible debenture. The balance of $4,552 of the value assigned to the derivative liability was expensed on the issue date of the convertible note.
As of December 31, 2017 and June 30, 2017, the outstanding principal balance of the note was $0, the note had accrued interest of $454 and an unamortized debt discount of $0.
November 2016 Note 1
On November 15, 2016, the Company entered into four separate agreements with Greentree Financial Group, Inc., consisting of a Financial Advisory Agreement, a Loan Agreement, a Convertible Promissory Note, and a Warrant.
The Loan Agreement allows for the Company to borrow up to $250,000 from Greentree, which will be evidenced by various promissory notes, which will automatically mature 12 months from the date of applicable Note, will accrue interest at a rate of 12% per annum, and will include an original issuance discount (“OID”) of 10%. In addition, the promissory notes will be convertible at a price equal to 55% of the lowest trading price during the 10 trading days immediately prior to a conversion date. The conversion price shall not be lower than $0.0001. Note may not be converted prior to 6 months from its issuance. There is a 10% prepayment penalty associated with each of the promissory notes. Each promissory note conversion shall result in $1,500 being added to the principal of each promissory note converted. An initial promissory note of $100,000 was issued on November 15, 2016.
The warrant issued to Greentree allows for the purchase of up to 5,000,000 shares of the Company’s common stock for a three year period, expiring on November 15, 2019, with an exercise price of $0.03 per share. The warrants also contain a cashless exercise feature, based on a cashless exercise formula.
The Company determined that the exercise feature of the warrants met the definition of a liability in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock. The Company will bifurcate the embedded conversion option in the note once the note becomes convertible and account for it as a derivative liability. The fair value of the warrants was recorded as a debt discount being amortized to interest expense over the term of the note.
On January 26, 2017 and June 30, 2017, the Company issued convertible note of $75,000 and $75,000 according to the loan agreement on November 15, 2016.
During the six months ended December 31, 2017, the Company converted notes with principal amounts and accrued interest of $138,839 into 409,194,657 shares of common stock. The corresponding derivative liability at the date of conversion of $241,694 was credited to additional paid in capital.
During the six months ended December 31, 2017, a total of $19,000 note principal was assigned to two lenders under the same term and conversion price.
November 2016 Note 2
On November 15, 2016, the Company also issued note of $25,000 for a financial advisory service, which will automatically mature 6 months from the date of applicable Note, will accrue interest at a rate of 12% per annum. In addition, the promissory notes will be convertible at a price equal to 55% of the lowest trading price during the 10 trading days immediately prior to a conversion date. The conversion price shall not be lower than $0.0001. There is a 10% prepayment penalty associated with each of the promissory notes. Each promissory note conversion shall result in $1,500 being added to the principal of each promissory note converted.
During the six months ended December 31, 2017, the Company converted notes with principal amounts and accrued interest of $6,200 into 28,181,818 shares of common stock. The corresponding derivative liability at the date of conversion of $16,909 was credited to additional paid in capital.
During the six months ended December 31, 2017, a total of $4,044 note principal was assigned to a lender under the same term and conversion price.
Promissory Notes - Issued in fiscal year 2018
During the six months ended December 31, 2017, the Company issued a total of $101,667 note with the following terms:
|
·
|
Terms ranging from 6 months to 9 months.
|
|
·
|
Annual interest rates of 8 - 12%.
|
|
·
|
Convertible at the option of the holders at issuance.
|
|
·
|
Conversion prices are typically based on the discounted (45% discount) average closing prices or lowest trading prices of the Company’s shares during various periods prior to conversion.
|
Certain notes allow the Company to redeem the notes at rates ranging from 135% to 150% depending on the redemption date provided that no redemption is allowed after the 180th day. Likewise, the note includes original issue discounts totaling to $10,000 and the Company received cash of $91,667.
The Company identified conversion features embedded within certain notes and warrants issued during the period ended December 31, 2017. The Company has determined that the conversion feature of the Notes represents an embedded derivative since the conversion price is variable and the Notes include a reset provision which could cause adjustments upon conversion. Accordingly, the Notes are not considered to be conventional debt and the embedded conversion feature must be bifurcated from the debt host and accounted for as a derivative liability. The warrants are exercisable into 42,500,000 shares of common stock, for a period of five years from issuance, at a price of $0.0005 per share. As a result of the reset features, the warrants increased by 54,090,909 and the total warrants exercisable into 96,590,909 shares of common stock at $0.00022 per share. The reset feature of warrants associated with this convertible note was effective at the time that a separate convertible note with lower exercise price was issued. We accounted for the issuance of the Warrants as a derivative.
Warrants
A summary of activity during the six months ended December 31, 2017 follows:
|
|
Warrants Outstanding
|
|
|
|
|
|
|
Weighted Average
|
|
|
|
Shares
|
|
|
Exercise Price
|
|
|
|
|
|
|
|
|
Outstanding, June 30, 2017
|
|
|
5,000,000
|
|
|
$
|
0.03
|
|
Granted
|
|
|
42,500,000
|
|
|
|
0.0005
|
|
Reset feature
|
|
|
54,090,909
|
|
|
|
0.0002
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
Forfeited/canceled
|
|
|
-
|
|
|
|
-
|
|
Outstanding, December 31, 2017
|
|
|
101,590,909
|
|
|
$
|
0.0017
|
|
The following table summarizes information relating to outstanding and exercisable warrants as of December 31, 2017:
Warrants Outstanding
|
|
|
Warrants Exercisable
|
|
Number of
|
|
|
Weighted Average Remaining
|
|
|
Weighted Average
|
|
|
Number of
|
|
|
Weighted Average
|
|
Shares
|
|
|
Contractual life (in years)
|
|
|
Exercise Price
|
|
|
Shares
|
|
|
Exercise Price
|
|
5,000,000
|
|
|
|
1.87
|
|
|
$
|
0.03
|
|
|
|
5,000,000
|
|
|
$
|
0.03
|
|
96,590,909
|
|
|
|
4.79
|
|
|
$
|
0.0002
|
|
|
|
96,590,909
|
|
|
$
|
0.0002
|
|
101,590,909
|
|
|
|
2.32
|
|
|
$
|
0.0017
|
|
|
|
101,590,909
|
|
|
$
|
0.0017
|
|
6. CONVERTIBLE LOANS – RELATED PARTY
At December 31, 2017 and June 30, 2017, convertible loan – related party consisted of the following:
|
|
December 31,
|
|
|
June 30,
|
|
|
|
2017
|
|
|
2017
|
|
Convertible notes - related party -Issued in fiscal year 2018
|
|
|
8,333
|
|
|
|
-
|
|
Total convertible notes payable
|
|
|
8,333
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Accrued interest -related party
|
|
|
83
|
|
|
|
-
|
|
Less: Unamortized debt discount - related party
|
|
|
(6,261
|
)
|
|
|
-
|
|
Total convertible notes
|
|
|
2,155
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Less: current portion of convertible notes - related party
|
|
|
2,155
|
|
|
|
-
|
|
Long-term convertible notes
|
|
$
|
-
|
|
|
$
|
-
|
|
During the six months ended December 31, 2017 and 2016, the Company recognized amortization of discount, included in interest expense, of $2,072 and $0, respectively.
Promissory Notes - Issued in fiscal year 2018
During the six months ended December 31, 2017, the Company issued a total of $8,333 note with the following terms:
|
·
|
Terms of 6 months.
|
|
·
|
Annual interest rates of 8%.
|
|
·
|
Convertible at the option of the holders at issuance.
|
|
·
|
Conversion prices are typically based on the discounted (45% discount) average closing prices of the Company’s shares during 20 days prior to conversion.
|
The Company received cash of $8,333.
The Company determined that the conversion feature met the definition of a liability in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity's Own Stock and therefore bifurcated the embedded conversion option once the note becomes convertible and accounted for it as a derivative liability. The fair value of the conversion feature was recorded as a debt discount and amortized to interest expense over the term of the note.
The Company valued the conversion feature using the Black Scholes valuation model. The fair value of the derivative liability for all the notes that became convertible, including the notes issued in prior years, during the year ended January 31, 2017 amounted to $9,371. $8,333 of the value assigned to the derivative liability was recognized as a debt discount to the notes while the balance of $1,038 was recognized as a “day 1” derivative loss.
7. DERIVATIVE LIABILITIES
The Company analyzed the conversion option for derivative accounting consideration under ASC 815, Derivatives and Hedging, and hedging, and determined that the instrument should be classified as a liability since the conversion option becomes effective at issuance resulting in there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options.
Fair Value Assumptions Used in Accounting for Derivative Liabilities.
ASC 815 requires we assess the fair market value of derivative liability at the end of each reporting period and recognize any change in the fair market value as other income or expense item.
The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of December 31, 2017. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each convertible note is estimated using the Black-Scholes valuation model.
At December 31, 2017, the estimated fair values of the liabilities measured on a recurring basis are as follows:
|
|
Six months ended
|
|
|
Year Ended
|
|
|
|
December 31, 2017
|
|
|
June 30, 2017
|
|
Expected term
|
|
0.04 - 5.00 years
|
|
|
0.38 - 2.38 years
|
|
Expected average volatility
|
|
173%-488%
|
|
|
235%-288%
|
|
Expected dividend yield
|
|
|
-
|
|
|
|
-
|
|
Risk-free interest rate
|
|
0.96%-2.20%
|
|
|
1.14%-1.38%
|
|
The following table summarizes the changes in the derivative liabilities during the six months ended December 31, 2017:
Balance - June 30, 2017
|
|
$
|
114,316
|
|
|
|
|
|
|
Addition of new derivatives recognized as debt discounts
|
|
|
235,000
|
|
Addition of new derivatives recognized as loss on derivatives
|
|
|
407,488
|
|
Settled on issuance of common stock
|
|
|
(258,603
|
)
|
Gain on change in fair value of the derivative
|
|
|
(57,500
|
)
|
Balance – December 31, 2017
|
|
$
|
440,701
|
|
The aggregate loss on derivatives during the six months ended December 31, 2017 and 2016 was $349,988 and $1,060.
8. COMMITMENTS AND CONTINGENCIES
Leases and Long term Contracts
The Company has not entered into any long-term leases, contracts or commitments.
Legal
To the best of the Company's knowledge and belief, no legal proceedings are currently pending or threatened.
During 2017, the Company entered into discussions regarding a proposed merger with Decision Diagnostics Corporation (“DECN”) and entered into a Preliminary Agreement Leading to a Triangular Merger (“Merger Agreement”). The Company determined that the Merger Agreement was not in the best interest of its Shareholders and terminated the Merger Agreement. In order to resolve any potential disputes or claims, the Company entered into a Settlement Agreement and Release (“Settlement”).
DECN shall forever release and discharge, any and all claims or demands, of any type or description, whether known or unknown, that have been asserted or could have been asserted against the Company and shall further forever release and discharge the Company, from any and all claims, demands, causes of action, and liabilities of any kind whatsoever (upon any legal or equitable theory, whether contractual, common-law, statutory, federal, state, local, or otherwise) (collectively the “Claims”), arising by reason of any act, omission, transaction or occurrence which DECN ever had or now has against the Company existing on, after, or prior to the execution date of the Settlement Agreement. DECN further agrees to indemnify the Company to the fullest extent of the law with respect to any violation by DECN of the releases and discharges given hereunder.
According to the Settlement, the Company issued 75,000,000 shares of common stock in October 2017. During the six months ended December 31, 2017, the Company recorded settlement expense of $67,500.
Rent
As of January 30, 2013, the Company leases office space at $200 per month with three-month terms, which shall be automatically extended for successive three-month periods unless there is the notice to cancel. The lease can be cancelled at any time by either party with 30 days’ notice prior to expiration of an applicable term. For the six months ended December 31, 2017 and 2016, the Company incurred $1,238 and $1,215, respectively.
9. SHAREHOLDERS' EQUITY
Series A Preferred Stock
The Company is authorized to issue 5,000,000 shares of Series A Preferred Stock at a par value of $0.0001.
Each Series A preferred share is convertible into 1,500 shares of common stock and has the voting rights of 1,000 shares of common stock.
As at December 31, 2017 and June 30, 2017, 5,000,000 shares of the Company's Series A Preferred Stock were issued and outstanding.
Common Stock
During the six months ended December 31, 2017, the Company issued common shares, as follows:
|
·
|
an aggregate of 437,376,475 common shares were issued for the conversion of debt and accrued interest of $145,039, and released derivative liabilities of $258,603 to paid-in capital
|
|
·
|
30,000,000 common shares were issued for cash of $200 and reduction in common stock payable of $57,273
|
|
·
|
75,000,000 common shares were issued with a fair value of $67,500 according to the settlement (Note8).
|
|
·
|
30,000,000 common shares were issued with a fair value of $17,000 for consulting services
|
As at December 31, 2017 and June 30, 2017, 1,092,349,788 and 519,973,313 shares of the Company's common stock were issued and outstanding, respectively.
Stock payable
The Company had insufficient authorized shares as of June 30, 2017 and as a result, the Company had $105,000 in stock payable for which it is obligated to issue 55,000,000 shares of common stock for consulting services. During the six months ended December 31, 2017 the company issued 30,000,000 common shares for cash of $200 and reduced common stock payable by $57,273.
As of December 31, 2017, the Company had $47,727 in stock payable for which it is obligated to issue 25,000,000 shares of common stock for consulting services.
On November 13, 2017, the Company entered into a consulting agreement with a third party for the term of 5 years with a consideration of an issuance of 40,000,000 shares of common stock valued at $20,000. The share shall be issued in two tranches with first tranche of 10,000,000 shares being due at signing of this agreement and an additional 30,000,000 shares are due on the 3 months anniversary of this agreement. During the six months ended December 31, 2017, the Company issued 10,000,000 shares with a fair value of $5,000. As of December 31, 2017, the Company had $15,000 in stock payable for which it is obligated to issued 30,000,000 shares of common stock for consulting services.
10. RELATED PARTY TRANSACTIONS
In March 2016, the Company appointed current CEO and approved a base compensation package of $8,000 per month for CEO. As of December 31, 2017, and June 30, 2017, the Company recorded accrued salary of $176,000 and $128,000, respectively.
During the six months ended December 31, 2017, the Company borrowed a total amount of $20,050 from Evergreen Venture Partners LLC (“EVP”), which the CEO is the majority owner, and repaid $6,571. This loan is a non-interest bearing and due on demand. As of December 31, 2017, and June 30, 2017, the Company owed EVP, a related party $87,087 and $73,608, respectively.
11. SUBSEQUENT EVENTS
On January 16, 2018, the Company amended the conversion rate of Securities Purchase Agreement dated July 15, 2016 and effective as of March 7, 2016 in which Douglas O. McKinnon, the current CEO, agreed to accrue his base compensation until paid in cash or restricted shares of common stock of the Company. The Agreement called for the conversion rate to “be equal to the most recent convertible note of the Company” if paid in restricted common stock and it is amended to the conversion rate to” the lesser (1) the lowest trading price during the previous 25 trading day period ending on the latest complete trading day prior to the date of October 13, 2017 or (2) 55% multiplied by the lowest trading price during the 25 trading day period ended on the latest complete trading day prior to conversion date”.
On February 2, 2018, the Company issued 53,181,818 shares of common stock for conversion of debt and accrued interest of $8,775.
On February 15, 2018, the Company submitted for approval, a Certificate of Amendment with the state of South Dakota, to the Company’s Articles of Incorporation, to increase in the number of authorized shares of its common stock from 1,500,000,000 to 6,000,000,000, par value $0.0001 and to increase the number of authorized Series A Preferred Stock from 5,000,000 to 60,000,000, par value $0.0001.