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NOTE 4 – CONVERTIBLE NOTES
On July 2, 2013, the Company agreed to amend the term of an unsecured, non-interest bearing promissory note payable on demand with a carrying value $12,500 issued to the Al Kau, Al Kau is a consultant, investor and customer of the Company. Under the terms of the Side Letter Agreement, the issue price of the Note is $12,500 with a face value of $18,000 and the terms of the Note include a fixed conversion price of $0.0001 per share of Company’s common stock and a maturity date of May 10, 2014. The amendment of the terms of the Note resulted in a beneficial conversion feature of $12,500 since the closing price of common stock on July 2, 2013 exceeded the fixed conversion price. The beneficial conversion feature of $12,500 is included in additional paid-in capital. The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the note. On July 11, 15 and 16, 2013 the holder of the note converted $8,900 of principal plus accrued interest into 89,000 shares of the Company's common stock. The statement of operations included expense of 2,308 and $7,500 for amortization of debt discount for the three and six months ended June 30, 2014, respectively. On June 2, 2014 the holder of the note converted remaining $9,100 of outstanding principal into 91,000 shares of the Company’s common stock.
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On June 10, 2014, the Company agreed to amend and add certain terms to unsecured, non-interest bearing promissory notes payable on demand issued to The Cellular Connection Ltd. issued during the period from February 22, 2013 to June 30, 2014 with a total carrying value $42,189. Under the terms of the Side Letter Agreement, the issue price of the Note is $42,189 with a face value of $54,193 and interest rate 20% per year. The terms of the Note include a fixed conversion price of $0.0002 per share of Company’s common stock and a maturity date of December 31, 2014. The amendment of the terms of the Note resulted in a beneficial conversion feature of $42,189. The beneficial conversion feature of $42,189 is included in additional paid-in capital. The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the note. On June 20 and 26, 2014 the Company elected to convert $5,500 of principal into 27,500,000 shares of the Company's common stock. The statement of operations included expense of $5,313 for amortization of debt discount for the three and six months ended June 30, 2014.
On June 10, 2014, the Company entered into Side Letter Agreement with the Dorset Solutions Inc. to amend and add certain terms to invoices issued for services during the period from August 21, 2012 to May 17, 2014 with a total carrying value $17,150. Under the terms of the Side Letter Agreement, the issue price of the Note is $17,150 with a face value of $22,295 and interest rate 20% per year. The terms of the Note include a fixed conversion price of $0.0002 per share of Company’s common stock and a maturity date of December 31, 2014. The amendment of the terms of the Note resulted in a beneficial conversion feature of $17,150. The beneficial conversion feature of $17,150 is included in additional paid-in capital. The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the note. The statement of operations included expense of $2,186 for amortization of debt discount for the three and six months ended June 30, 2014.
On June 10, 2014, the Company entered into Side Letter Agreement with the Doug Clark, former Chief Executive Officer, to amend and add certain terms to the related party advances of $82,495 for the period from March 2009 to June 2014 and officer and director compensation accrued and unpaid of $137,000 for the period October 1, 2013 to May 19, 2014. Under the terms of the Side Letter Agreement, the issue price of the Note is $219,495 with a face value of $272,038 and interest rate 20% per year. The terms of the Note include a fixed conversion price of $0.0002 per share of Company’s common stock and a maturity date of December 31, 2014. The amendment of the terms of the Note resulted in a beneficial conversion feature of $219,495. The beneficial conversion feature of $219,495 is included in additional paid-in capital. The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the note. The statement of operations included expense of $26,670 for amortization of debt discount for the three and six months ended June 30, 2014.
On June 15, 2014, the Company agreed to amend and add certain terms to unsecured, non-interest bearing promissory notes payable on demand issued to Al Kau in a period from March 2012 to February 2013 with a total carrying value $36,000. Under the terms of the Side Letter Agreement, the issue price of the Note is $36,000 with a face value of $45,500 and interest rate 20% per year. The terms of the Note include a fixed conversion price of $0.008 per share of Company’s common stock and a maturity date of December 31, 2014. The amendment of the terms of the Note resulted in a beneficial conversion feature of $36,000. The beneficial conversion feature of $36,000 is included in additional paid-in capital. The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the note. On June 16, 2014 the Company elected to convert $45,500 of principal into 5,699,000 shares of the Company's common stock. The statement of operations included expense of $45,500 for amortization of debt discount for the three and six months ended June 30, 2014.
On June 15, 2014, the Company agreed to amend add certain terms to unsecured, non-interest bearing promissory notes payable on demand issued to Aaron Shrira in a period from February to November 2012 with a total carrying value $42,917. Under the terms of the Side Letter Agreement, the issue price of the Note is $42,917 with a face value of $46,320 and interest rate 20% per year. The terms of the Note include a fixed conversion price of $0.008 per share of Company’s common stock and a maturity date of December 31, 2014. The amendment of the terms of the Note resulted in a beneficial conversion feature of $42,917. The beneficial conversion feature of $42,917 is included in additional paid-in capital. The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the note. On June 16, 2014 the Company elected to convert $46,320 of principal into 5,790,000 shares of the Company's common stock. The statement of operations included expense of $46,320 for amortization of debt discount for the three and six months ended June 30, 2014.
NOTE 5 – NOTES PAYABLE
On January 17, 2014, the Company issued a promissory note in the amount of $2,743 to The Cellular Connection Limited. This note is unsecured, bears no interest and is payable on demand by the note holder.
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On January 20, 2014, the Company issued a promissory note in the amount of $2,737 to The Cellular Connection Limited. This note is unsecured, bears no interest and is payable on demand by the note holder.
On January 31, 2014, the Company issued a promissory note in the amount of $2,684 to The Cellular Connection Limited. This note is unsecured, bears no interest and is payable on demand by the note holder.
On February 20, 2014, the Company issued a promissory note in the amount of $1,822 to The Cellular Connection Limited. This note is unsecured, bears no interest and is payable on demand by the note holder.
On March 25, 2014, the Company issued a promissory note in the amount of $1,325 to The Cellular Connection Limited. This note is unsecured, bears no interest and is payable on demand by the note holder.
On March 28, 2014, the Company issued a promissory note in the amount of $2,000 to The Cellular Connection Limited. This note is unsecured, bears no interest and is payable on demand by the note holder.
On June 5, 2014, the Company issued a promissory note in the amount of $16,260 to The Cellular Connection Limited. This note is unsecured, bears no interest and is payable on demand by the note holder.
On June 10, 2014, The Cellular Connection Ltd. agreed to amend the terms of notes payable with principal of $42,189. See Note 4 – Convertible Notes.
On June 15, 2014, Aaron Shrira agreed to amend the terms of notes payable with principal of $42,917. See Note 4 – Convertible Notes.
On June 15, 2014, Al Kau agreed to amend the terms of notes payable with principal of $36,000. See Note 4 – Convertible Notes.
As of June 30, 2014 and December 31, 2013 notes payable totaling $0 and $91,534, respectively, were outstanding. The balances are non-interest bearing, unsecured and have no specified terms of repayment.
NOTE 6 – DUE TO RELATED PARTY
As of June 30, 2014 and December 31, 2013 advances of $1,500 and $76,895, respectively, were due to Doug Clark, the Company's former Chief Executive Officer. The balance are non-interest bearing, unsecured and have no specified terms of repayment. During the six months ended June 30, 2014, Doug Clark advances the Company $7,100 in cash. On June 15, 2014, Doug Clark agreed to amend the terms of due to related party with principal of $82,495. See Note 4 – Convertible Notes.
NOTE 7 - STOCKHOLDERS’ EQUITY
The Company is authorized to issue an aggregate of 3,000,000,000 common shares with a par value of $0.0001 per share and 1,000,000 shares of preferred stock with a par value of $0.001 per share. No preferred shares have been issued.
On May 27, 2014, Board of Directors and stockholders of the Company approved a reverse stock split of the Company’s outstanding common stock in the ratio 1 for 1,000. The reverse stock split has been accounted for retroactively in these financial statements.
On January 1, 2014, the Company agreed to issue 210,000 shares of common stock valued at $42,000 to Doug Clark, the former Chief Executive Officer of the Company, as stock-based compensation. The services are valued based on the closing price of the Company's common stock on the date of the agreement exchanged for the services.
On January 1, 2014, the Company agreed to issue 265,000 shares of common stock valued at $53,000 to Nadav Elituv, the Chief Executive Officer of the Company, as stock-based compensation for software development services related to interactive displays. The services are valued based on the closing price of the Company's common stock on the date of the agreement exchanged for the services.
On January 1, 2014, the Company agreed to issue 210,000 shares of common stock valued at $42,000 to Al Kau, consultant, investor and customer of the Company, as stock-based compensation for development, implementation and maintenance of sound business strategies including identification of suitable merger and acquisition candidates. The services are valued based on the closing price of the Company's common stock on the date of the agreement exchanged for the services.
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On January 1, 2014, the Company agreed to issue 210,000 shares of common stock valued at $42,000 to Aaron Shrira, consultant, investor and customer of the Company, as stock-based compensation for introducing us to potential customers. The services are valued based on the closing price of the Company's common stock on the date of the agreement exchanged for the services.
On January 1, 2014, the Company agreed to issue 192,000 shares of common stock valued at $38,400 to William Reil as stock-based compensation for development, implementation and maintenance of sound business strategies including identification of suitable merger and acquisition candidates. The services are valued based on the closing price of the Company's common stock on the date of the agreement exchanged for the services.
On January 1, 2014, the Company agreed to issue 193,000 shares of common stock valued at $38,600 to Robert McLean, the Chief Financial Officer of the Company, as stock-based compensation. The services are valued based on the closing price of the Company's common stock on the date of the agreement exchanged for the services.
On January 1, 2014, the Company agreed to issue 193,000 shares of common stock valued at $38,600 to Grant Stummer, a director of the Company, as stock-based compensation. The services are valued based on the closing price of the Company's common stock on the date of the agreement exchanged for the services.
On January 28, 2014, the Company was agreed to issue 265,000 shares of common stock valued at $53,000 to Stuart Turk as stock-based compensation development, implementation and maintenance of sound business strategies including identification of suitable merger and acquisition candidates. The services are valued based on the closing price of the Company's common stock on the date of the agreement exchanged for the services.
On June 2, 2014, the Company elected to convert $9,100 of principal and interest of a convertible note due to Al Kau into 91,000 shares of common stock of the Company at a fixed conversion price of $0.10 per share.
On June 17, 2014, the Company agreed to issue 16,000,000 shares of common stock valued at $1,600,000 to Robert McLean, the Chief Financial Officer of the Company, as stock-based compensation. The services are valued based on the closing price of the Company's common stock on the date of the agreement exchanged for the services.
On June 17, 2014, the Company agreed to issue 16,000,000 shares of common stock valued at $1,600,000 to Grant Stummer, the Director of the Company, as stock-based compensation. The services are valued based on the closing price of the Company's common stock on the date of the agreement exchanged for the services.
On June 17, 2014, the Company agreed to issue 15,000,000 shares of common stock valued at $1,500,000 to Nadav Elituv, the Chief Executive Officer of the Company, as stock-based compensation. The services are valued based on the closing price of the Company's common stock on the date of the agreement exchanged for the services.
On June 17, 2014, the Company agreed to issue 66,000,000 shares of common stock valued at $6,600,000 to consultants as stock-based compensation for development, implementation and maintenance of sound business strategies. The services are valued based on the closing price of the Company's common stock on the date of the agreement exchanged for the services.
On June 17, 2014, the Company elected to convert $45,500 of principal and interest of a convertible note due to Al Kau into 5,699,000 shares of common stock of the Company at a fixed conversion price of $0.008 per share.
On June 17, 2014, the Company elected to convert $46,320 of principal and interest of a convertible note due to Aaron Shrira into 5,790,000 shares of common stock of the Company at a fixed conversion price of $0.008 per share.
On June 23, 2014, the Company agreed to issue 81,000,000 shares of common stock valued at $2,430,000 to consultants as stock-based compensation for development, implementation and maintenance of sound business strategies. The services are valued based on the closing price of the Company's common stock on the date of the agreement exchanged for the services.
On June 20, 2014, the Company elected to convert $1,500 of principal and interest of a convertible note due to The Cellular Connection Ltd. into 7,500,000 shares of common stock of the Company at a fixed conversion price of $0.0002 per share.
On June 26, 2014, the Company elected to convert $4,000 of principal and interest of a convertible note due to The Cellular Connection Ltd. into 20,000,000 shares of common stock of the Company at a fixed conversion price of $0.0002 per share.
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On June 27, 2014, the Company agreed to issue 10,000,000 shares of common stock valued at $400,000 to consultant as stock-based compensation for development, implementation and maintenance of sound business strategies. The services are valued based on the closing price of the Company's common stock on the date of the agreement exchanged for the services.
