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Re: WarMachine post# 39951

Thursday, 07/21/2016 9:48:09 PM

Thursday, July 21, 2016 9:48:09 PM

Post# of 156679
~ ttcm = LMFAO!! = It is How..the..Co."Execs".get..PAID."BONUS~$$!! frown

NICE! 52 week low today! Great PR BloatedChrome.

...when ya read this CRAP in the 10k posted below for yourselves,, you will see why they DELAYED get'n da Fins out!! frown

Basically,, Nugent,, or his wife,, or another "exec" "Loan" ttcm $$,,, say around $100,000,, and then they convert shares and get around $1,500,000 to $3,000,000 back on their "Loan." frown I have Highlighted this below in Red on the Fins... Also,, there is the "Loans" from friends,, ahem,, I mean "Accredited Investors" who "Loan $$" and get paid back in an excessive amount of shares that are DUE NOW Thru 2Q 2017!! frown ...I have also Highlighted these spots (& some other important stuff) in Red Below for easy skim reading... ...and in Bold for the biggest ones... wink

10Q

http://ih.advfn.com/p.php?pid=nmona&article=71892844

Note 3 – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, we had negative cash flows from operations of $366,403 and $23,249 for the years ended December 31, 2015 and 2014, respectively, recurring losses, and negative working capital at December 31, 2015 and 2014. These conditions raise substantial doubt as to our ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

The Company may raise additional capital through the sale of its equity securities, through an offering of debt securities, or through borrowings from financial institutions or related parties. Management believes that actions presently being taken to obtain additional funding may provide the opportunity for the Company to continue as a going concern. There is no guarantee the Company will be successful in achieving these objectives.

Note 4 – Related Party Transactions

For the years ended December 31, 2015 and 2014, we had the following transactions with the Twenty Second Trust (the "Trust"), the trustee of whom is Tamara Nugent, the wife of our major shareholder and former Chief Executive Officer, Micheal Nugent:


·
We received $5,408 and $68,023, respectively, in cash loans to pay operating expenses and repaid $162,918 and $11,844, respectively, in principal.


·
We accrued $4,329 and $1,819, respectively, in interest payable to the Trust and paid $1,571 and $1,796, respectively, in interest payments.

·
On April 20, 2015, the Registrant and Tamara Nugent, as trustee for Twenty Second Trust, entered into a Common Stock Repurchase Agreement whereby the Trust agreed to sell 1,796,571,210 shares of the our common stock to the Company in exchange for the sum of $17,966 in the form a promissory note.



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According to our agreement with Mr. Nugent, we accrue interest on all unpaid amounts at 5%. Principal and interest are callable at any time. If principal and interest are called and not repaid, the loan is considered in default after which interest is accrued at 10%.

The outstanding balance at December 31, 2015 is $80,108 and $6,637, respectively, for principal and interest to the Twenty Second Trust, which includes the $98,281 in the following paragraph and the related interest payable.

On December 9, 2014, we redeemed 39,312 shares of Series B Convertible Preferred Stock issued in 2013 to our then Chief Executive Officer, by issuing a promissory note in the amount of $98,281. The promissory note is due December 31, 2015 and bears interest at 5% (see Note 5). Through December 31, 2015, we have accrued $4,920 in interest and have paid no interest or principal payments.


On May 5, 2013 (and on August 8, 2013 with an enlargement amendment) the Company entered into a no interest demand-loan agreement with our current Chairman, Jon N Leonard ("Jon") under which the Company may borrow such money from Jon as Jon in his sole discretion is willing to loan. Under this agreement and its enlargement amendment (an amendment enlarging the amount of money that can be borrowed) the Company borrowed $28,000 from Jon between May 30, 2013 and October 31, 2013, and repaid Jon $3,500 of the $28,000 in cash between December 11, 2013 and December 31, 2013, leaving an unpaid balance on this note of $24,500 at December 31, 2013. On August 28, 2014, the Company repaid in cash an additional $1,000 on the note, and on January 5, 2015, an additional principal payment was made in the amount of $1,500. A loan of $160 was added to this loan during the year ended December 31, 2015 for expenses paid by Dr. Leonard on the company's behalf. The outstanding loan amount at December 31, 2015 is $22,160.

The terms of the note provide that at the Company's option, the Company may make repayments in stock, at a fixed share price of $1.00 per share. Also, because this loan is a no interest loan an imputed interest expense of $1,767 and $1,920 was recorded as additional paid-in capital for the years ended December 31, 2015 and 2014, respectively. The Company evaluated Dr. Leonard's note for the existence of a beneficial conversion feature and determined that none existed.

On September 18, 2015, we entered into an agreement with Novagen Ingenium Inc, a Nevada corporation ("Novagen") under which we agreed to sell to Novagen all of the transportation assets of Roadships which had, at the time of the exchange, carrying values of zero, for 2,000,000 shares of Novagen common stock. Shares of Novagen's common stock are quoted under the symbol "NOVZ" on the OTC Pink operated by OTC Markets Group, Inc. Novagen's controlling shareholder is Micheal Nugent who is on our Board of Directors and is a major shareholder. Since the shares represent a transaction with a related party, we recorded the value of these shares at zero.

On August 9, 2015, we issued a $5,000 convertible promissory note to the brother of our Board Chairman and Chief Executive Officer in return for cash. The terms of this note are provided in Note 7, subheading "Convertible Notes Payable".

Note 5 – Capital Structure

Common Stock

At December 31, 2014, we had 1,184,906,041 common shares issued and outstanding from a total of four billion authorized.

On April 20, 2015, the Registrant and Tamara Nugent, as trustee for Twenty Second Trust, entered into a Common Stock Repurchase Agreement whereby the Trust agreed to sell 1,796,571,210 shares of the our common stock to the Company in exchange for the sum of $17,966 in the form a promissory note.


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During the year ended December 31, 2015, we issued 6,156,179 shares for services to several consultants according to our agreements with them. We valued these shares at the pre-merger valuation which was based on private equity raises done in 2013 and 2014 ($0.012 per share) and recorded an increase in Capital Stock and Additional Paid in Capital of $73,601. Included in these shares were shares promised and accrued for before December 31, 2014. We therefore reduced Common Stock Payable by $26,667 to zero.

On May 21, 2015, we issued 1,796,571,210 common shares to the shareholders of Click Evidence, Inc. in exchange for all the issued and outstanding shares of that Company (see Note 6), effecting the merger between Click and Roadships.

Series A Convertible Preferred Stock - The Series A Preferred Stock is convertible into the number of shares of Common Stock which equals 4 times the sum of: i) the total number of shares of Common Stock which are issued and outstanding at the time of conversion, plus ii) the total number of shares of Series B Preferred Stocks which are issued and outstanding at the time of conversion.

The Series A Preferred Stock voting rights are equal to the number of shares of Common Stock which equals 4 times the sum of: i) the total number of shares of Common Stock which are issued and outstanding, plus ii) the total number of shares of Series B Preferred Stocks which are issued and outstanding.

Series B Convertible Preferred Stock - Each share of Series B Preferred Stock is convertible at par value $0.0001 per share (the "Series B Preferred"), at any time, and/or from time to time, into the number of shares of the Corporation's common stock, par value $0.0001 per share (the "Common Stock") equal to the price of the Series B Preferred Stock ($2.50), divided by the par value of the Series B Preferred (par value of $0.0001per share), subject to adjustment as may be determined by the Board of Directors from time to time (the "Conversion Rate").

Based on the $2.50 price per share of Series B Preferred Stock, and a par value of $0.0001 per share for Series B Preferred each share of Series B Preferred Stock is convertible into 250,000 shares of Common Stock.

Each share of Series B Preferred Stock has 10 votes for any election or other vote placed before the shareholders of the Common stock.

The Preferred A stock has a stated value of $.0001 and no stated dividend rate and is non-participatory. The Series A and Series B has liquidation preference over common stock. The Voting Rights for each share of Series A is equal to 1 vote per share (equal to 4 times the number of common and Preferred B shares outstanding) and Series B Preferred Stock have 10 votes per shares.

The Holder has the right to convert the Preferred A and B to common shares of the Company with the Series A convertible to 4 times the number of common and Preferred B shares outstanding and Series B convertible to 250,000 common shares per Preferred B share. The Preferred Series A and Series B represents voting control based on management's interpretation of the Company bylaws and Certificate of Designation.

On March 12, 2013, the Company issued 1 share of Series A Convertible Preferred Stock and 39,312 shares of Series B Convertible Preferred Stock to our Chief Executive Officer, Micheal Nugent, in exchange for a reduction of debt in the amount of $98,281. The value assigned to the preferred shares was derived from a model generated by an independent valuation expert that specializes in valuing equity instruments with no quoted markets. The Company recorded increases to Preferred Stock and Additional Paid in Capital collectively of $1,598,110, a reduction in debt of $98,281 and a loss on conversion of $1,499,829.


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On December 9, 2014, we redeemed the 39,312 shares of Series B Convertible Preferred Stock issued in 2013 to our Chief Executive Officer, by issuing a promissory note in the amount of $98,281. The promissory note is due December 31, 2015 and bears interest at 5%. We valued the shares at their fair values on the date of their conversion to this promissory note and valued the shares at $2,914,843. Because the transaction was with a related party, we recorded the removal of the Series B shares by recording a liability in the amount of $98,281, and reducing the par value of the shares and Additional Paid in Capital by $4 and $98,277, respectively, recording no gain on the conversion.

Imputed Interest

Several of our loans made in our Australian subsidiary were made without any nominal interest. As such, we imputed interest at 8% to these loans, crediting Additional Paid in Capital and charging Interest Expense. For the year ended December 31, 2015 and 2014, these amounted to $7,501 and $1,920, respectively.

Beneficial Conversion Features of Convertible Promissory Notes

During the year ended December 31, 2015, we borrowed $425,788 from 87 accredited investors in Australia (see Note 6) which contained features allowing the holder to convert the principal and accumulated interest into common stock. We evaluated these notes for beneficial conversion features and calculated a value of $405,954, all of which has been immediately expensed as interest expense as the notes are due on demand.

Short-term convertible notes payable

During the year ended December 31, 2015, we borrowed $425,788 from 87 accredited investors in Australia. Of this amount, $336,215 was acquired after the reverse merger (see Note 6). The remainder was prior to the reverse merger, was included as part of that transaction and as such, is not included in the financing section of the Statement of Cash Flows.

These promissory notes can be converted into shares of our common stock at the rate of $0.01 per share (the aggregate of which shares convertible is 56,213,300).These notes are callable by the makers at any time and accrue interest at 5%. For the year ended December 31, 2015, we accrued $4,511 of interest on these notes and made no interest payments. We evaluated these notes for beneficial conversion features and calculated a value of $405,954, all of which has been immediately expensed as interest expense as the notes are due on demand.

.0030's Coming Again,, soon!! frown UPDATE: it Hit .0030's TODAY,, JUST like I PREDICTED way back with ttcm was .05's!! wink frown

....000's Coming Again s.000n,, Now!! frown

...s0...sad... frown

ALL the Above is "Just My Opinion!!" wink