Demand notes and convertible notes and interest
with a carrying value of $668,214 were exchanged for 230,000 preference shares of Series D.
NOTES
TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
March
31, 2021
Note
1 Nature and Continuance of Operations
The
Company was incorporated on June 15, 1998 in the State of Nevada, USA and the Company’s common shares are publicly traded on the
OTC Markets OTCQB.
Up
until fiscal 2014, the Company was in the business of mineral exploration. On May 28, 2014, the Company formalized an agreement whereby
it purchased assets associated with a smokeless cannabis delivery system. The Company planned to develop this system for commercial purposes.
On December 14, 2014, this asset purchase agreement was terminated.
On
September 16, 2016, the Company entered into an exclusive distribution product license agreement with Tuffy Packs, LLC to distribute
products into the United Kingdom and 43 other essentially European countries. The Company Soled ballistic panels which are personal body
armors, that conform to the National Institute of Justice (NIJ) Level IIIA threat requirements. The Company’s plan of operations
and sales strategy included online and social media marketing, as well as attending various tradeshows and conferences. As the Company
failed to make specified payments as required, the agreement was amended to a non-exclusive basis. The Company has closed this business.
On
July 17, 2020, the Company entered into an acquisition agreement to acquire the Casa Zeta-Jones Brand License Agreement from Luxurie
Legs, LLC of Delaware (“Luxurie”). Luxurie transferred all its rights, title and interest in the License Agreement to the
Company in exchange for the Company’s newly issued preferred convertible Series A stock. Upon conversion, the stock could control
up to 95% of the outstanding common shares. The agreement also required voting control, represented by newly issued shares of super voting
preferred Series B stock.
On
September 28, 2020, the Company entered into a share exchange agreement to acquire 51% interest of Posto Del Sole Inc., a jewelry designer
company to further develop the Company’s existing brands and create new designer labels. The title and rights will be transferred
when all the terms and conditions in the Securities Exchange Agreement are met. At December 31, 2020, the share exchange had not closed
and advances made to Posto Del Sole Inc. were expensed. The Company has rescinded the agreement.
On
February 16, 2021, the Company entered into a share exchange agreement to acquire 100% interest of Sovryn Holdings Inc. by issuing 1,000
Preferred Series E shares, making Sovryn Holdings Inc. a wholly owned subsidiary of the Company. At the same time, the Company settled
all debts including loans, convertible notes and accrued interests by issuing 230,000 Preferred Series D shares.
During
the quarter ended March 31, 2021, the Company incorporated CZJ License, Inc. in the State of Nevada, and transferred all the Casa Zeta-Jones
Brand License and operations into the subsidiary. The Preferred Series A shares were cancelled. Holders of Preferred Series A received
option agreements to purchase shares of CZJ License, Inc. at $10 per share to a maximum of 300,000 shares. The option agreements are
exercisable for a period of one year.
These
condensed consolidated interim financial statements have been prepared in accordance with generally accepted accounting principles in
the United States or “US GAAP” applicable to a going concern, which assumes that the Company will be able to meet its obligations
and continue its operations for its next twelve months. Realization values may be substantially different from carrying values as shown
and these consolidated interim financial statements do not give effect to adjustments that would be necessary to the carrying values
and classification of assets and liabilities should the Company be unable to continue as a going concern. The Company had not yet achieved
profitable operations, had a working capital of $14,843,515 and had accumulated losses of $2,341,219 since its inception and expects
to incur further losses in the development of its business, all of which casts 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 its ability to generate future profitable
operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations
when they come due. The Company entered into a number of agreements that provided financing. That said, there is no assurance that the
businesses being funded by this additional debt will ultimately be successful.
Note
2 Summary of Significant Accounting Policies
Basis
of presentation
While
the information presented is unaudited, it includes all adjustments, which are, in our opinion of management, necessary to present fairly
the financial position, result of operations and cashflows for the interim period presented in accordance with accounting principles
generally accepted in the United States of America. All adjustments are of a normal recurring nature. These consolidated interim financial
statements should be read in conjunction with the Company’s December 31, 2020 annual financial statements. Operating results for
the three months ended March 31, 2020 are not necessarily indicative of the results that can be expected for the period ended December
31, 2021.
The
accompanying condensed consolidated interim financial statements include the accounts of the Company and its two wholly owned subsidiaries,
CZJ License, Inc. and Sovryn Holdings, Inc.
Use
of estimates
The
preparation of the consolidated interim financial statements in conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Management
makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial
statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically
in the period when new information becomes available to management. Actual results could differ from those estimates.
Change
in significant accounting policies
There
has been no change in the accounting policies from those disclosed in the notes to the audited financial statements for the year ended
December 31, 2020.
Recently
Issued Accounting Pronouncements
The
Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued,
which may be in advance of their effective date. On August 5, 2020, the FASB issued a new standard (ASU 2020-06) to reduce the complexity
of accounting for convertible debt. The standard is effective for Smaller Reporting Companies for fiscal years beginning after December
15, 2023. Management is reviewing this standard as it believes this may impact on its financial reporting Management does not believe
that other any pronouncement not yet effective but recently issued would, if adopted, have a material effect on the accompanying financial
statements.
Note
3 Intangible Assets
|
|
|
March
31, 2021
|
|
|
December
31, 2020
|
|
|
|
|
Cost
|
|
|
Amortization
|
|
|
Net
|
|
|
Cost
|
|
|
Amortization
|
|
|
Net
|
|
|
Tuffy Packs, LLC License
|
|
$
|
50,000
|
|
|
$
|
50,000
|
|
|
$
|
-
|
|
|
$
|
50,000
|
|
|
$
|
50,000
|
|
|
$
|
-
|
|
|
Website for Casa-Zeta Jones Brand
|
|
$
|
10,000
|
|
|
$
|
-
|
|
|
$
|
10,000
|
|
|
$
|
10,000
|
|
|
$
|
-
|
|
|
$
|
10,000
|
|
|
Casa Zeta-Jones Brand
License
|
|
$
|
488,094
|
|
|
$
|
99,971
|
|
|
$
|
388,123
|
|
|
$
|
488,094
|
|
|
$
|
64,687
|
|
|
$
|
423,407
|
|
|
|
|
$
|
548,094
|
|
|
$
|
149,971
|
|
|
$
|
398,123
|
|
|
$
|
548,094
|
|
|
$
|
114,687
|
|
|
$
|
433,407
|
|
Intangible
assets are amortized on a straight-line basis over the terms of the license agreements. Amortization starts when the asset is available
for use.
Note
4 License Agreements
|
|
A.
|
The
Company entered into an exclusive product license agreement on September 16, 2016 with Tuffy Packs, LLC, a Texas corporation, to
sell Ballistic Panels in certain countries, essentially in Europe. The license was for a period of two years and may be renewed for
successive terms of two years each. The payment terms for the license was as follows:
|
|
|
1.
|
$10,000
payable within seven days after the effective date;
|
|
|
2.
|
An
additional $15,000 payable within 30 days after the effective date; and
|
|
|
3.
|
A
final payment of $25,000 payable within 90 days of the effective date.
|
At
December 31, 2018, the Company had paid $16,500 to the Licensor, leaving an unpaid balance of $33,500. To date, the Company has recorded
a total license amortization of $50,000, which fully amortizes the license.
As
a result of the failure to make payments as required under the agreement, the Company was informed on March 20, 2017, that going forward,
the agreement would be on a non-exclusive basis. During the period ended March 31, 2021, the Company has terminated the business.
|
|
B.
|
On
July 17, 2020, the Company entered into an acquisition agreement with Luxurie Legs, LLC, a Delaware corporation, to acquire the Casa
Zeta-Jones Brand license agreement. The license agreement, as amended, grants the Company the worldwide rights to promote and sell
certain products, and license the rights to manufacture, promote and sell such products under the brand Casa Zeta-Jones and more.
The license agreement purchase included the issuance of 92,999 Series A 3% Convertible Preferred Series A shares valued at $343,094,
10,000 Preferred Series B voting shares valued at $nil, the assumption of $45,000 in debt and costs incurred of $100,000.
|
The
values were based on the licensor obtaining 95% of the Company’s common shares, whose value was discounted by a 50% factor, given
the lightly traded history in its shares.
The
Company is subject to the following terms:
|
|
a.
|
A
3.5 year term as follows:
|
|
|
i.
|
Year
1: execution – December 31, 2021
|
|
|
ii.
|
Year
2: January 1, 2022 – December 31, 2022
|
|
|
iii.
|
Year
3: January 1, 2023 – December 31, 2023
|
|
|
b.
|
Marketing
date November 2020, On Shelf Date February 15, 2021.
|
|
|
|
|
|
|
c.
|
Royalty
payments with a rate of 8%, net of sales, subject to guaranteed minimums noted below.
|
|
|
|
|
|
|
d.
|
Advance
prepayment of $150,000 to be applied against royalties, paid as follows:
|
|
|
i.
|
$50,000
upon signing (paid)
|
|
|
ii.
|
$50,000
on July 20, 2020 (paid)
|
|
|
iii.
|
$50,000
on September 1, 2020 (paid)
|
|
|
e.
|
Guaranteed
minimum sales and guaranteed minimum royalties:
|
|
Year
|
|
Guaranteed
Minimum Royalties
|
|
|
Guaranteed
Minimum Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
i.
|
|
7/17/20
– 12/31/21
|
|
$
|
250,000
|
|
|
$
|
3,200,000
|
|
|
ii.
|
|
1/1/22
– 12/31/22
|
|
$
|
250,000
|
|
|
$
|
3,200,000
|
|
|
iii.
|
|
1/1/23
– 12/31/23
|
|
$
|
250,000
|
|
|
$
|
3,200,000
|
|
|
|
f.
|
The
Company to provide the Licensor with 50 gift sets of Licensed Products annually.
|
Note
5 Securities Exchange Agreements
Sovryn
Holdings, Inc.
The
Company entered into a Securities Exchange Agreement on February 16, 2021 with Sovryn Holdings, Inc., a Delaware corporation and acquire
100% of the shares of Sovryn in exchange for i) 100 shares of Series B Preferred Stock of the Company to be transferred by Jeffrey Canouse,
the Company’s CEO to a designee of Sovryn and ii) 1,000 shares of Series E Convertible Preferred Stock. Upon the effectiveness
of an amendment to the Company’s Articles of Incorporation to increase the Company’s authorized common stock, from par value
$0.001 to par value $0.0001 per share, from 500,000,000 shares to 6,000,000,000 shares, all shares of Series E Convertible Preferred
Stock issued to the shareholders shall automatically convert into approximately 2,305,000,000 shares of common stock of the Company.
The Series E Convertible Preferred Stock votes on an as-converted basis with the common stock prior to their conversion. The Series E
Preferred Stock shall represent approximately 59% of the fully diluted shares of common stock of the Company after the closing of the
transactions contemplated by the Securities Purchase Agreement. The valuation for the Preferred Series E shares was determined to be
$4,225,062 (See Note 11). The valuation recorded was based on the market value of the shares of the Company at the date the transaction
was exchanged. The transaction was recorded as an asset purchase and the Company recorded goodwill of $4,224,962 which was based on the
market value of the shares the Company exchanged at the date of the transaction. The Preferred Series E shares have not been converted
to common stock shares as of the date of this report.
Posto
Del Sole, Inc.
The
Company entered into a Securities Exchange Agreement on September 25, 2020 with Posto Del Sole Inc. (“PDS”) a New York corporation,
to acquire 51% of the shares of PDS and in return, the Company will issue 10,000 Preferred Series C shares. (See Note 11). As part of
the agreement, the Company is to provide monthly investments to a total aggregate of $1,000,000 during the twelve-month period following
the closing. PDS had 60 days from closing to provide the necessary financial statements and notes in order to satisfy regulatory requirements
and disclosures. As at December 31, 2020 PDS had not provided any such information, the Securities Exchange Agreement had not closed
and as a result, the Company wrote off advances of $165,000 that were made to PDS in anticipation of closing. The Company has rescinded
the agreement.
Note
6 Asset Purchase
On
February 17, 2021, the Company’s wholly owned subsidiary, Sovryn Holdings Inc., entered into an asset purchase agreement (the “Asset
Purchase Agreement”) with NRJ TV II CA OPCO, LLC, a Delaware limited liability company (“OpCo”) and NRJ TV III CA License
Co., LLC, a Delaware limited liability company (together with OpCo, “Sellers”). Upon the terms and subject to the satisfaction
of the conditions described in the Asset Purchase Agreement, Sovryn will acquire the licenses and Federal Communications Commission (“FCC”)
authorizations to the KNET-CD and KNLA-CD Class A television stations owned by the Sellers (the “Acquired Stations”), certain
tangible personal property, real property, contracts, intangible property, files, claims and prepaid items together with certain assumed
liabilities in connection with the Acquired Stations (the “Asset Sale Transaction”). As consideration for the Asset Sale
Transaction, Sovryn has agreed to pay the Sellers $10,000,000, $2,000,000 of which was paid to Sellers upon execution of the Asset Purchase
Agreement, as follows: (i) an escrow deposit of $1,000,000 to be held in escrow pursuant to the terms of an escrow agreement entered
into between Sovryn and the Sellers (the “Escrow Fee”) and (ii) a non-refundable option fee of $1,000,000 (the “Option
Fee”).
The
closing of the Asset Sale Transaction (the “Closing”) is subject to, among other things, consent by the FCC to the assignment
of the FCC authorizations pertaining to the Acquired Stations, from Sellers to Sovryn (the “FCC Consent”). The Closing shall
occur no more than five (5) business days following the later to occur of (i) the date on which the FCC Consent has been granted and
(ii) the other conditions to the Closing set forth in the Asset Purchase Agreement.
Subsequent
to March 31, 2021, the asset purchase was consummated on April 19, 2021.
Note
7 Prepaid Expenses and Deposits
The
Company has the following in prepaid expenses:
|
|
|
March 31,
|
|
|
December 31,
|
|
|
|
|
2021
|
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
Advances for service fees
|
|
$
|
8,238
|
|
|
$
|
3,000
|
|
|
Advance for legal fees
|
|
|
-
|
|
|
|
7,500
|
|
|
Advance for consulting fees
|
|
|
15,000
|
|
|
|
-
|
|
|
Advances for management fees
|
|
|
8,000
|
|
|
|
20,000
|
|
|
Advance for royalties
|
|
|
3,383
|
|
|
|
37,218
|
|
|
Deposit for asset purchase
|
|
|
1,000,000
|
|
|
|
-
|
|
|
|
|
$
|
1,034,621
|
|
|
$
|
67,718
|
|
Note
8 Note Payable
On
February 16, 2021, the note and accrued interest thereof has been settled with Convertible Preferred Series D shares. Each Series D Convertible
Preferred Stock shall be convertible into common stock of the Company at a ratio of 1,000 shares of common stock for each share of Series
D Convertible Preferred Stock held. The Company had one note payable that was accruing interest at 5% per annum. The note was unsecured
and matures on June 30, 2021.
|
|
|
February
15,
2021
|
|
|
December
31,
2020
|
|
|
|
|
|
|
|
|
|
|
Note payable bearing interest at
5%
|
|
$
|
20,000
|
|
|
$
|
20,000
|
|
|
Accrued interest thereon
|
|
|
611
|
|
|
|
486
|
|
|
|
|
$
|
20,611
|
|
|
$
|
20,486
|
|
Note
9 Convertible Notes and Accrued Interest Payable
On
February 16, 2021, the Company settled the following debts and interests thereof including the note payable above (Note 8), with 230,00
shares of Convertible Preferred Series D shares. Each Series D Convertible Preferred Stock shall be convertible into common stock of
the Company at a ratio of 1,000 shares of common stock for each share of Series D Convertible Preferred Stock held. A summary of the
convertible notes and accrued interest payable were settled as follow:
|
Face
Value
|
|
|
Conversion
Rate
|
|
|
Interest
rate
|
|
|
Due
Date
|
|
|
Accrued
Interest
|
|
|
Carrying
Value
|
|
|
Feb
15
2021
Total
|
|
|
Dec
31
2020
Total
|
|
|
$
|
10,000
|
|
|
$
|
0.005
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
|
$
|
500
|
|
|
$
|
500
|
|
|
$
|
500
|
(a)
|
|
$
|
85,000
|
|
|
$
|
0.01
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
50,800
|
|
|
|
50,800
|
|
|
|
50,800
|
(b)
|
|
$
|
50,000
|
|
|
$
|
0.01
|
|
|
|
10
|
%
|
|
|
05/01/2022
|
|
|
|
2,500
|
|
|
|
50,000
|
|
|
|
52,500
|
|
|
|
52,500
|
(c)
|
|
$
|
5,000
|
|
|
$
|
0.01
|
|
|
|
10
|
%
|
|
|
05/01/2022
|
|
|
|
259
|
|
|
|
5,000
|
|
|
|
5,259
|
|
|
|
5,259
|
(d)
|
|
$
|
12,500
|
|
|
$
|
0.01
|
|
|
|
10
|
%
|
|
|
6/23/2021
|
|
|
|
457
|
|
|
|
7,500
|
|
|
|
7,957
|
|
|
|
7,957
|
(d)
|
|
$
|
20,000
|
|
|
$
|
0.04
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
20,000
|
|
|
|
20,000
|
|
|
|
20,000
|
|
|
$
|
68,490
|
|
|
$
|
0.05
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
68,490
|
|
|
|
68,490
|
|
|
|
68,490
|
(e)
|
|
$
|
25,000
|
|
|
$
|
0.05
|
|
|
|
12
|
%
|
|
|
-
|
|
|
|
20,056
|
|
|
|
25,000
|
|
|
|
45,056
|
|
|
|
44,682
|
(f)
|
|
$
|
25,000
|
|
|
$
|
0.05
|
|
|
|
8
|
%
|
|
|
-
|
|
|
|
32,047
|
|
|
|
25,000
|
|
|
|
57,047
|
|
|
|
56,797
|
(f)
|
|
$
|
23,622
|
|
|
$
|
0.05
|
|
|
|
5
|
%
|
|
|
-
|
|
|
|
16,388
|
|
|
|
23,622
|
|
|
|
40,010
|
|
|
|
39,551
|
(f)
|
|
$
|
684,000
|
|
|
$
|
0.05
|
|
|
|
10
|
%
|
|
|
Various
|
|
|
|
22,066
|
|
|
|
220,799
|
|
|
|
242,865
|
|
|
|
154,444
|
(g)
|
|
$
|
75,000
|
|
|
$
|
|
|
|
|
10
|
%
|
|
|
Various
|
|
|
|
1,788
|
|
|
|
55,331
|
|
|
|
57,119
|
|
|
|
51,771
|
(h)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
95,561
|
|
|
$
|
552,042
|
|
|
|
647,603
|
|
|
$
|
552,751
|
|
|
|
|
|
|
Less
long-term portion
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
57,759
|
|
|
|
|
|
|
Current
portion
|
|
|
|
|
|
|
|
|
|
|
$
|
647,603
|
|
|
$
|
494,992
|
|
All
notes are unsecured and, except where specifically noted, are due on demand. Except for notes denoted below under (e). No conversion
shall result in the Holder holding in excess of 9.99% of the total issued and outstanding common stock of the Company at any time.
|
|
(a)
|
On
October 28, 2020, $9,500 was converted into 1,900,000 common shares.
|
|
|
(b)
|
On
July 23, 2020, $16,900 in debt and $950 in costs were converted into 1,785,000 common shares and on November 2, 2020, $17,300 was
converted into 1,730,000 common shares.
|
|
|
(c)
|
The
notes are convertible into common stock at the discretion of the Holder at the lesser of $0.01 or 50% of the lowest closing bid price
for the Company’s stock during the 20 immediately preceding the date of delivery by Holder to the Company of the Conversion
Notice.
|
|
|
(d)
|
The
notes are convertible into common stock at the discretion of the Holder at 50% of the lowest closing bid price for the Company’s
common stock during the 30 trading days immediately preceding the date of delivery by Holder to the Company of the Conversion Notice.
|
|
|
(e)
|
Included
in this debt is $490 due to the former CEO. The debt was repaid via check.
|
|
|
(f)
|
On
April 2, 2020, these notes terms were changed from non-convertible to convertible at $0.05 debt to 1 common share. They were also
amended to include the above noted clause with respect to holding less than 9.99% of the issued and outstanding common stock. During
the year ended December 31, 2020, interest accrued on this debt was $6,164 (2019 - $6,146). For comparative purposes, these amounts
previously shown as debt payable as at December 31, 2019, have been reclassified as convertible debt.
|
|
|
(g)
|
Based
on the intrinsic value of the beneficial conversion feature, as per FASB topic ASC 470-20 Debt with Conversion and other Options,
it was determined that all of the value of the following notes that were issued should be allocated to equity and amortized to
interest, based on the due date of the debt. A summary of the balances is as follows as at February 15, 2021:
|
|
Allocated
to
|
|
|
|
|
Amortized
|
|
|
Accrued
|
|
|
|
|
|
Equity
|
|
|
Due
Date
|
|
as
interest
|
|
|
at
10%
|
|
|
Total
|
|
|
$
|
30,000
|
|
|
03-31-2021
|
|
$
|
24,293
|
|
|
$
|
1,627
|
|
|
$
|
25,920
|
|
|
|
100,000
|
|
|
07-20-2021
|
|
|
56,051
|
|
|
|
5,726
|
|
|
|
61,777
|
|
|
|
60,000
|
|
|
08-31-2021
|
|
|
27,406
|
|
|
|
2,860
|
|
|
|
30,266
|
|
|
|
20,000
|
|
|
09-30-2021
|
|
|
7,688
|
|
|
|
816
|
|
|
|
8,504
|
|
|
|
60,000
|
|
|
10-31-2021
|
|
|
18,715
|
|
|
|
2,022
|
|
|
|
20,737
|
|
|
|
50,000
|
|
|
10-31-2021
|
|
|
14,504
|
|
|
|
1,507
|
|
|
|
16,011
|
|
|
|
50,000
|
|
|
10-31-2021
|
|
|
14,504
|
|
|
|
1,507
|
|
|
|
16,011
|
|
|
|
10,000
|
|
|
11-04-2021
|
|
|
2,671
|
|
|
|
277
|
|
|
|
2,948
|
|
|
|
110,000
|
|
|
11-18-2021
|
|
|
25,476
|
|
|
|
2,622
|
|
|
|
28,098
|
|
|
|
55,000
|
|
|
11-19-2021
|
|
|
12,262
|
|
|
|
1,310
|
|
|
|
13,572
|
|
|
|
27,000
|
|
|
12-31-2021
|
|
|
4,292
|
|
|
|
481
|
|
|
|
4,773
|
|
|
|
27,000
|
|
|
12-31-2021
|
|
|
4,292
|
|
|
|
481
|
|
|
|
4,773
|
|
|
|
20,000
|
|
|
12-31-2021
|
|
|
2,976
|
|
|
|
318
|
|
|
|
3,294
|
|
|
|
30,000
|
|
|
12-31-2021
|
|
|
3,747
|
|
|
|
382
|
|
|
|
4,129
|
|
|
|
17,500
|
|
|
01-31-2022
|
|
|
961
|
|
|
|
65
|
|
|
|
1,026
|
|
|
|
17,500
|
|
|
01-31-2022
|
|
|
961
|
|
|
|
65
|
|
|
|
1,026
|
|
|
$
|
684,000
|
|
|
|
|
$
|
220,799
|
|
|
$
|
22,067
|
|
|
$
|
242,865
|
|
|
|
(h)
|
Based
on the intrinsic value of the beneficial conversion feature, as per FASB topic ASC 470-20 Debt with Conversion and other Options,
it was determined that a portion of the value of the following notes issued should be allocated to equity and amortized to interest,
based on the due date of the debt. These notes are convertible into common stock at the discretion of the Holder at 70% of the lowest
closing bid price for the Company’s common stock during the 20 trading days immediately preceding the date of delivery by Holder
to the Company of the Conversion Notice. The face value of each note is $25,000 and a summary of the balances is as follows as at
February 15, 2021:
|
|
Allocated
to equity
|
|
|
Due
date
|
|
Amortized
as
Interest
|
|
|
Accrued
Interest
at
10%
|
|
|
Total
|
|
|
$
|
10,714
|
|
|
07-31-2021
|
|
$
|
4,397
|
|
|
$
|
822
|
|
|
$
|
19,505
|
|
|
|
10,714
|
|
|
08-31-2021
|
|
|
3,279
|
|
|
|
610
|
|
|
|
18,175
|
|
|
|
7,468
|
|
|
09-30-2021
|
|
|
1,501
|
|
|
|
404
|
|
|
|
19,438
|
|
|
$
|
28,896
|
|
|
|
|
$
|
9,177
|
|
|
$
|
1,836
|
|
|
$
|
57,118
|
|
Note
10 – Convertible Notes Payable and Interest Payable
Arena
Investors LP convertible promissory notes
On
February 17, 2021, the Company entered into a securities purchase agreement with funds affiliated with Arena Investors LP (the “Investors”)
pursuant to which we pursuant to which it issued convertible notes in an aggregate principal amount of $16.5 million for an aggregate
purchase price of $15 million (collectively, the “Notes”). In connection with the issuance of the Notes, the Company issued
to the Investors warrants to purchase an aggregate of 192,073,017 shares of Common Stock (collectively, the “Warrants”) and
1,000 shares of series F convertible preferred stock (the “Series F Preferred Stock”).
The
Notes each have a term of thirty-six months and mature on February 17, 2023, unless earlier converted. The Notes accrue interest at a
rate of 11% per annum, subject to increase to 20% per annum upon and during the occurrence of an event of default. Interest is payable
in cash on a quarterly basis beginning on March 31, 2021. Notwithstanding the above, at the Company’s election, any interest payable
on an applicable payment date may be paid in registered Common Stock of the Company (rather than cash) in an amount equal (A) the amount
of the interest payment due on such date, divided by (B) an amount equal to 80% of the average VWAP of the Common Stock for the five
(5) days immediately preceding the date of conversion.
The
Notes are convertible at any time, at the holder’s option, into shares of our common stock equal to the lesser of: (i) the amount
determined by dividing (A) $50,000,000, by (B) the total number of shares of preferred stock, Common Stock and Common Stock Equivalents
outstanding on such Conversion Date (assuming full conversion or exercise of all then issued and outstanding securities of the Company
that are exercisable for or convertible into such equity securities of the Company) and (ii) $1.00, subject to adjustment herein (the
“Conversion Price”), subject to certain beneficial ownership limitations (with a maximum ownership limit of 9.99%). The conversion
price is also subject to adjustment due to certain events, including stock dividends, stock splits and in connection with the issuance
by the Company of common stock or common stock equivalents at an effective price per share lower than the conversion price then in effect.
Notwithstanding the foregoing, at any time during the continuance of any Event of Default, the Conversion Price in effect shall be equal
to 75% of the average VWAP of the Common Stock for the five (5) Trading Days on the Trading Market immediately preceding the date of
conversion (the Alternative Conversion Price”); provided, however, that the Alternate Conversion Price may not exceed $0.015 per
share, as adjusted pursuant to the terms of the Notes. The conversion price is also subject to adjustment due to certain events, including
stock dividends, stock splits and in connection with the issuance by the Company of common stock or common stock equivalents at an effective
price per share lower than the conversion price then in effect. The Notes may not be redeemed by the Company.
At
March 31,2021, the loan summary was:
|
Face
|
|
Amortized
|
|
|
Accrued
|
|
|
Carrying
|
|
|
|
|
|
Value
|
|
Interest
|
|
|
Interest
11%
|
|
|
Value
|
|
|
Total
|
|
|
$16,500,000
|
|
$
|
47,999
|
|
|
$
|
216,792
|
|
|
$
|
15,047,999
|
|
|
$
|
15,264,791
|
|
As
part of the agreement with Arena Partners, the Company issued 192,073,016 warrants. Each Warrant is exercisable for a period of five
(5) years from the date of issuance at an initial exercise price to (i) 125%, times (ii) the amount determined by dividing (A) $50,000,000,
by (B) the total number of shares of preferred stock, Common Stock and Common Stock Equivalents outstanding on such Conversion Date (assuming
full conversion or exercise of all then issued and outstanding securities of the Company that are exercisable for or convertible into
such equity securities of the Company), subject to adjustment herein, subject to certain beneficial ownership limitations (with a maximum
ownership limit of 9.99%). The exercise price is also subject to adjustment due to certain events, including stock dividends, stock splits
and recapitalizations.
The
Series F Preferred Stock have no voting rights and shall convert into 4.9% of our issued and outstanding shares of common stock on a
fully diluted basis upon Shareholder Approval. The Series F Preferred Stock was issued but not converted to common shares as of the date
of this report.
Each
of the Investors have contractually agreed to restrict their ability to exercise the Warrants and convert the Notes such that the number
of shares of the Company common stock held by each of them and their affiliates after such conversion or exercise does not exceed 9.99%
of the Company’s then issued and outstanding shares of common stock.
Note
11 Related Party
On
September 28, 2020, the Company entered into a renewable employment agreement with the former President and CEO of the Company as described
in Note 12, Commitments. The former President is the CEO and sole director of CZJ License Inc., the Company’s wholly owned
subsidiary.
Philip
Falcone is the President and CEO of the Company who currently holds 100 Series B Preferred Super Voting shares which he is entitled to
51% voting rights no matter how many shares of common stock or other voting stock of the Company are issued or outstanding in the future,
such that he shall always have majority voting control of the Company. Philip Falcone is also the CEO of Sovryn Holdings, Inc., the Company’s
wholly owned subsidiary.
Note
12 Common Stock
There
was no issuance of common stock during the period ended March 31, 2021.
The
Company issued 192,073,016 warrants during the period ended March 31, 2021. (See Note 8) The warrants are exercisable for a period of
5 years from the date of issuance.
The
following common stock transactions occurred during the year ended December 31, 2020:
On
July 23, 2020, the Company issued 1,785,000 shares of common stock pursuant to the conversion of a note payable of $16,900 at $0.01 per
share plus legal fees of $950, totaling $17,850.
On
October 28, 2020, the Company issued 1,900,000 shares of common stock pursuant to the conversion of a note payable of $9,500 at $0.005
per share.
On
November 2, 2020, the Company issued 1,730,000 shares of common stock pursuant the conversion of a note payable of $17,300 at $0.01 per
share.
There
are no shares subject to warrants or options as of December 31, 2020.
Note
13 Preferred Shares
Series
A 3% Convertible Preferred Stock, par value $0.001 with a stated valued of $100 per share
There
are 100,000 designated and authorized Series A 3% convertible preferred stock with a 9.99% conversion cap and anti-dilution rights for
24 months from time of issuance. Holders of Series A 3% Preferred Stock shall be entitled to receive, when and as declared, dividends
equal to 3% per annum on the stated value, payable in additional shares of Series A Preferred Stock. Holders of Series A 3% Convertible
Preferred Stock have the right to vote on any matter that may be submitted to the Company’s shareholders for vote, on an as converted
basis, either by written consent or by proxy. Each share of Series A 3% Convertible Preferred Stock may be convertible into 3420 shares
of Common Stock, or as adjusted to equal the conversion ratio multiplied by a fraction, the numerator of which shall be the number of
shares outstanding on a fully diluted basis after the issuance of the dilution shares, and the denominator shall be 360,000,000. (See
Form 8K filing on August 6, 2020, Exhibit 10.3)
On
July 17, 2020, 92,999 Series A 3% Convertible Preferred Stock were issued pursuant to the License Agreement at a value of $343,094 The
acquisition cost was derived using the current market price of $0.04 x 95% of the number of the issued and outstanding shares of the
Company at the time (18,057,565) x 50% of the value. (See Note 4).
On
February 16, 2021, the Company cancelled all the Preferred Series A shares. In exchange, the holders of Series A Preferred shares received
option agreements to purchase shares of the wholly owned subsidiary, CZJ License, Inc. at $10 per share for up to 300,000 shares. The
option agreements are exercisable for a period of one year.
As
at March 31, 2021, there were Nil Series A Preferred shares outstanding.
Series
B Super Voting Preferred Stock, par value $0.001
There
are 100 designated and authorized Series B Super Voting Preferred Stock. Holders with Series B Super Voting Preferred Stock have the
right to vote on all shareholder matters equal to 51% of the total vote of common stockholders. The Series B Super Voting Preferred Stockholder
is entitled to 51% voting rights no matter how many shares of common stock or other voting stock of the Company are issued or outstanding
in the future, such that the holder of Series B Super Voting Preferred Stock shall always have majority control of the Company.
On
July 17, 2020, 100 Series B Super Voting Preferred Stock were issued pursuant to the License Agreement. The Series B Super Voting Preferred
Stock was valued at par at $Nil. Although the Series B Super Voting Preferred Stock is entitled to 51% voting rights as described above,
the stock has no dividend rate nor a conversion feature. Furthermore, the shares were not issued to the investors but rather were granted
to new unrelated management.
On
February 17, 2021, the 100 Series B Super Voting Preferred Stock were transferred from Jeff Canouse, former director and CEO, to Philip
Falcone, director and CEO of the Company.
Series
C 2% Convertible Preferred Stock, par value $0.001 with a stated value of $100 per share
There
are 10,000 designated and authorized Series C 2% convertible preferred stock with a 9.99% conversion cap. Holders of Series C 2% Preferred
Stock shall be entitled to receive, when and as declared, dividends equal to 2% per annum on the stated value, payable in additional
shares of Series C Preferred Stock. So long as any shares of Series C Preferred Stock remain outstanding, neither the Company nor any
subsidiary thereof shall, without the consent of the Holders of 80% of the shares of Series C Preferred Stock then outstanding, redeem,
repurchase or otherwise acquire directly or indirectly any Junior Securities nor shall the Company directly or indirectly pay or declare
or make any distribution upon, nor shall any distribution be made in respect of, any Junior Securities, nor shall any monies be set aside
for or applied to the purchase or redemption of any Junior Securities. Each holder of the Series C Preferred Stock shall have the right
to vote on any matter that may from time to time be submitted to the Company’s shareholders for a vote, on an as converted basis,
either by written consent or by proxy. Each share of Series C 2% Convertible Preferred Stock may be convertible into 100 shares of Common
Stock. (See Note 5)
As
at March 31, 2021, no Series C Convertible Preferred shares were issued or outstanding.
Series
D Convertible Preferred Stock, par value $0.001 with a stated valued of $3.32 per share
There
are 230,000 designated and authorized Series D convertible preferred stock with a 4.99% conversion cap which may be increased to a maximum
of 9.99% by holder by written notice to the Company. There is a stated value of $3.32 per share, subject to adjustment for stock splits,
stock dividends, recapitalizations, reorganizations, reclassifications, combinations, subdivisions or other similar events occurring
after the date which the Series D are issued. Series D are ranked as a Senior Preferred Stock and have no voting rights. Each share of
Series D Preferred Stock may be converted to 1,000 common shares.
On
February 16, 2021, all outstanding debts including note payables, convertible notes payable, discounts, accrued interests and thereof
totaling $688,214, were settled for the Company’s Series D convertible Preferred stock.
At
March 31, 2021, 230,000 Series D Preferred Shares were issued but not converted.
Series
E Convertible Preferred Stock, par value $0.001 with a stated valued of $1,000 per share
There
are 1,000 designated and authorized Series E convertible preferred stock. There is a stated value of $1,000 per share, subject to adjustment
for stock splits, stock dividends, recapitalizations, reorganizations, reclassifications, combinations, subdivisions or other similar
events occurring after the date which the Series E are issued. Series E are ranked as a Senior Preferred Stock. It has voting rights
equal to the number of shares of common stock into which the Series E would be convertible on the record date for the vote or consent
of stockholders, and shall otherwise have voting rights and powers equal to the voting rights and powers of common stock. It has votes
equal to the number of shares of common stock into which the Series E would be convertible on the record date for the vote or consent
of stockholders, and shall otherwise have voting rights and powers equal to the voting rights and powers of common stock. To the extent
that Series E votes separately as a class or series as applicable, is required to authorize a given action of the Company, the affirmative
vote or consent of the holders of a majority of the shares of the outstanding Series E, shall constitute the approval of such action
by both the class or the series as applicable. To the extent that Series E are entitled to vote on matters with holders of shares of
Common Stock, voting together as one class, each share of Series E shall entitle the Holder thereof to cast that number of votes per
share as is equal to the number of shares of Common Stock into which it is then convertible using the record date as of which the Conversion
Rate is calculated. Holders of Series E shall be entitled to written notice of all stockholder meetings or written consents with respect
to which they would be entitled by Vote. As long as any shares of Series E are outstanding, the Company shall not, without the affirmative
vote of the Holders of all the then outstanding shares of Series F, (a) alter or change adversely the powers, preferences or rights given
to the Series E or alter or amend the Certificate of Designations, (b) amend its articles of incorporation or other charter documents
in any manner that adversely affects any rights of the Holder, or (c) enter into any agreement with respect to any of the foregoing.
The
conversion rate for each share of Series E Preferred Stock shall equal (i)(a) 56.38% multiplied by, (b) the Fully-Diluted shares as of
the Approval Date, divided by (ii) the total number of shares of Series E, (iii) rounded to the nearest thousandths place. The total
number of Fully-Diluted Shares shall be set as of, and shall not change after the Approval Date. The Fully-Diluted means the aggregate
of (A) the total number of shares of Common Stock outstanding as of such date, (B) the number of shares of Common Stock (including all
such Common Stock equivalents) into which all Convertible Securities outstanding as of such date could be converted or exercised, and
(C) the number of shares of Common Stock (including all such Common Stock equivalents) issuable upon exercise of all Options outstanding
as of such date of exercise, divided by 0.4362.
On
February 16, 2021, the Company entered into a Share Exchange Agreement with Sovryn Holdings Inc. (See Note 5). The Company issued 1,000
Series E convertible preferred shares to the shareholders of Sovryn Holdings Inc. valued at $4,225,062 (23,472,565 x $0.20 x 90%). The
valuation was based on the market value of the shares of the Company at the date of the transaction.
At
March 31, 2021, 1,000 Series E Preferred Shares were issued but not converted.
Series
F Convertible Preferred Stock, par value $0.001 with a stated valued of $1 per share
There
are 1,000 designated and authorized Series F convertible preferred stock. There is a stated value of $1 per share, subject to adjustment
for stock splits, stock dividends, recapitalizations, reorganizations, reclassifications, combinations, subdivisions or other similar
events occurring after the date which the Series F are issued. Series F are ranked as a Senior Preferred Stock. It has voting rights
equal to the number of shares of common stock into which the Series F would be convertible on the record date for the vote or consent
of stockholders, and shall otherwise have voting rights and powers equal to the voting rights and powers of common stock. It has votes
equal to the number of shares of common stock into which the Series F would be convertible on the record date for the vote or consent
of stockholders, and shall otherwise have voting rights and powers equal to the voting rights and powers of common stock. To the extent
that Series F votes separately as a class or series as applicable, is required to authorize a given action of the Company, the affirmative
vote or consent of the holders of a majority of the shares of the outstanding Series F, shall constitute the approval of such action
by both the class or the series as applicable. To the extent that Series F are entitled to vote on matters with holders of shares of
Common Stock, voting together as one class, each share of Series F shall entitle the Holder thereof to cast that number of votes per
share as is equal to the number of shares of Common Stock into which it is then convertible using the record date as of which the Conversion
Rate is calculated. Holders of Series F shall be entitled to written notice of all stockholder meetings or written consents with respect
to which they would be entitled by Vote. As long as any shares of Series F are outstanding, the Company shall not, without the affirmative
vote of the Holders of all the then outstanding shares of Series F, (a) alter or change adversely the powers, preferences or rights given
to the Series F or alter or amend the Certificate of Designations, (b) amend its articles of incorporation or other charter documents
in any manner that adversely affects any rights of the Holder, or (c) enter into any agreement with respect to any of the foregoing.
The
conversion rate for each share of Series F Preferred Stock shall equal (i)(a) 4.70% multiplied by, (b) the Fully-Diluted shares as of
the Approval Date, divided by (ii) the total number of shares of Series F, (iii) rounded to the nearest thousandths place. The total
number of Fully-Diluted Shares shall be set as of, and shall not change after the Approval Date. The Fully-Diluted means the aggregate
of (A) the total number of shares of Common Stock outstanding as of such date, (B) the number of shares of Common Stock (including all
such Common Stock equivalents) into which all Convertible Securities outstanding as of such date could be converted or exercised, and
(C) the number of shares of Common Stock (including all such Common Stock equivalents) issuable upon exercise of all Options outstanding
as of such date of exercise, divided by 0.9530.
At
March 31, 2021, 1,000 Series F Preferred Shares were issued but not converted.
Series
G Convertible Preferred Stock, par value $0.001 with a stated valued of $1,000 per share
There
are 3,000 designated and authorized Series E convertible preferred stock with a 4.99% conversion cap which may be increased to a maximum
of 9.9% by holder by written notice to the Company. There is a stated value of $1,000 per share, subject to adjustment for stock splits,
stock dividends, recapitalizations, reorganizations, reclassifications, combinations, subdivisions or other similar events occurring
after the date which the Series G are issued. Series G are ranked as a Junior Preferred Stock. It has voting rights equal to the number
of shares of common stock into which the Series G would be convertible on the record date for the vote or consent of stockholders, and
shall otherwise have voting rights and powers equal to the voting rights and powers of common stock. To the extent that Series G votes
separately as a class or series as applicable, is required to authorize a given action of the Company, the affirmative vote or consent
of the holders of a majority of the shares of the outstanding Series G, shall constitute the approval of such action by both the class
or the series as applicable. To the extent that Series G are entitled to vote on matters with holders of shares of Common Stock, voting
together as one class, each share of Series G shall entitle the Holder thereof to cast that number of votes per share as is equal to
the number of shares of Common Stock into which it is then convertible using the record date as of which the Conversion Rate is calculated.
Holders of Series G shall be entitled to written notice of all stockholder meetings or written consents with respect to which they would
be entitled by Vote. As long as any shares of Series G are outstanding, the Company shall not, without the affirmative vote of the Holders
of all the then outstanding shares of Series G, (a) alter or change adversely the powers, preferences or rights given to the Series G
or alter or amend the Certificate of Designations, (b) amend its articles of incorporation or other charter documents in any manner that
adversely affects any rights of the Holder, or (c) enter into any agreement with respect to any of the foregoing.
The
conversion rate for each share of Series G Preferred Stock shall equal (i)(a) 4.19% multiplied by, (b) the Fully-Diluted shares as of
the Approval Date, divided by (ii) the total number of shares of Series G, (iii) rounded to the nearest thousandths place. The total
number of Fully-Diluted Shares shall be set as of, and shall not change after the Approval Date. The Fully-Diluted means the aggregate
of (A) the total number of shares of Common Stock outstanding as of such date, (B) the number of shares of Common Stock (including all
such Common Stock equivalents) into which all Convertible Securities outstanding as of such date could be converted or exercised, and
(C) the number of shares of Common Stock (including all such Common Stock equivalents) issuable upon exercise of all Options outstanding
as of such date of exercise, divided by 0.9581.
At
March 31, 2021, no Series G Preferred Shares were issued or outstanding.
Note
14 Warrants
On
February 17, 2021, the Company provided Arena Partners LLP with 192,073,016 warrants. Each Warrant is exercisable for a period of five
(5) years from the date of issuance at an initial exercise price to (i) 125%, times (ii) the amount determined by dividing (A) $50,000,000,
by (B) the total number of shares of preferred stock, Common Stock and Common Stock Equivalents outstanding on such Conversion Date (assuming
full conversion or exercise of all then issued and outstanding securities of the Company that are exercisable for or convertible into
such equity securities of the Company), subject to adjustment herein, subject to certain beneficial ownership limitations (with a maximum
ownership limit of 9.99%). The exercise price is also subject to adjustment due to certain events, including stock dividends, stock splits
and recapitalizations.
Note
15 Options
On
February 16, 2021, the Company cancelled all the Series A Preferred shares and offered holders of Series A Preferred shares option agreements
to purchase up to 300,000 shares of CZJ License, Inc., a wholly owned subsidiary of the Company at an option price of $10 per share.
The option agreements are exercisable for a period of one year from the date of issuance.
At
March 31, 2021, no options were exercised.
Note
16 Commitments
The
Company entered into a one-year employment agreement with Jeffrey Canouse on September 28, 2020 as President and Chief Executive Officer.
The term may be renewed or non-renewed with not less than thirty days’ notice prior to the expiration of the initial employment
term. The employment may be terminated by death or disability, terminated with or without cause or terminated by the employee. If the
employee is terminated by the Company without cause or by the employee for good reason, then the Company will continue to pay his base
salary of $8,000 for the remainder of the employment term or renewal term. Beginning on the first anniversary date of the initial salary
increase and continue on each anniversary of the increase date, the base salary shall be increased by an amount not less than 5% times
the base salary in effect, plus any additional amount as determined by the Company’s Board of Directors. As of March 31, 2021,
Canouse had received $24,000 pursuant to his employment agreement (2020 - $34,000 in management fees, $24,000 of which was pursuant to
the employment agreement).
The
Company entered into a one-year employment agreement with Walter Hoelzel on September 29, 2020 as Chief Marketing Officer. The term may
be renewed or non-renewed with not less than thirty days’ notice prior to the expiration of the initial employment term. The employment
may be terminated by death or disability, terminated with or without cause or terminated by the employee. If the employee is terminated
by the Company without cause or by the employee for good reason, then the Company will continue to pay his base salary of $5,000 for
the remainder of the employment term or renewal term. As of March 31, 2021, Hoelzel had received $15,000 pursuant to his employment agreement
(2020 - $25,000 in consulting fees, $15,000 of which were pursuant to the employment agreement).
The
Company entered into a one-year employment agreement with Stuart Sher on September 29, 2020 as Chief Creative Officer. The term may be
renewed or non-renewed with not less than thirty days’ notice prior to the expiration of the initial employment term. The employment
may be terminated by death or disability, terminated with or without cause or terminated by the employee. If the employee is terminated
by the Company without cause or by the employee for good reason, then the Company shall continue to pay his base salary for the remainder
of the employment term or renewal term. As of March 31, 2021, Sher had received $15,000 pursuant to his employment agreement (2020 -
$25,000 in consulting fees, $15,000 of which were pursuant to the employment agreement).
The
Company entered into a consulting agreement with Virtue Development Company on September 29, 2020 for project consultancy. The consulting
agreement is for 6 months with 6 months renewal options at the beginning of the 5th month. The monthly compensation is $4,250
and as at March 31, 2021, the Company had paid $12,750 (2020 - $12,750) in fees pursuant to this agreement.
The
Company entered into a consulting agreement with Oscaleta Partners LLC on November 1, 2020 as project manager. The consulting agreement
may be terminated by either party at the end of the initial 6 months term by giving 30 days written notice to the other party or at any
time with cause. The monthly compensation is $25,000 and as of December 31, 2020, the Company incurred $75,000 in consulting fees. The
consulting agreement with Oscaleta Partners LLC had been terminated.
The
Company entered into a one-year consulting agreement with Bernt Ullmann on November 23, 2020 to provide market exposure services. The
monthly compensation is $5,000 per month and as of March 1, 2021, the Company incurred $15,000 (2020 - $5,000) fees.
On
February 17, 2021, the Company and its subsidiaries entered into a Security Agreement and a Guaranty Agreement with Arena Investors LP,
for securing the loans evidenced by the $16.5 million notes to the Company. The Security Agreement includes all chattels, properties,
equipment, inventory, documents, instruments, interests, stocks, securities, rights, grants, intellectual properties, general intangibles,
records, cash, computer programs, all FCC licenses, contracts, agreements, and goods, etc. without limitation.
The
Company entered into a one-year employment agreement with Henry Turner on May 15, 2021 as the Company’s Chief Technology Officer
and Chief Operations Officer. Mr. Turner may be terminated at any time, with or without reason, with notice. His annual base compensation
is $150,000.
Note
17 Subsequent Events
Subsequent
to March 31, 2021, the Company is intending to amend the Articles of Incorporation to increase the Company’s authorized common
stock, from the par value $0.001 to par value $0.0001 per share; and from 500,000,000 authorized shares to 6,000,000,000 authorized shares.
The
Company is intending to change its name from “Madison Technologies, Inc.” to “Go.Tv, Inc.” to better reflect
the Company’s future mission, vision and overall strategy.
The
Company is in receipt of $1,584,000 from investors pursuant to private placement subscriptions for Series G Preferred Stock. The Company
is raising $3,000,000 and issuing up to 3,000 Series G Preferred shares.
On April 7, 2021, the Company issued 1,500,000 common shares to Jeffrey
Canouse, former CEO and director, in exchange for the transfer of the 100 Super Voting Preferred Series B shares to the current CEO and
director, Philip Falcone.