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Told ya so. JAWS had $569,055.21 in outstanding accounts payable. Why would the company owe Taurus so much? Could have built a restaraunt with that much money
Like taking candy from a baby. He will now just let the toxic lenders dump and reverse split the stock down the road now that he has the Series A Preferred Stock
There is no outrage by shareholders about this OUTLANDISH SCAM
After all JAWS is building a penny stock restaurant.
JAWS business plan of replacing previous sucker with new suckers is not working thus the tOXIC ponzi scheme is imploding.
Scott Sitra is JAWS od Death Spiral Financing
Parting shareholders from thier money for over 20 years
Any news from Taurau Financial Partners photoshopped World Wide Headquarters?
See iBOX for details
BLUU is circling the drain
JAWS TWO FOR ONE SALE AT BLUE WATER GLOBAL GROUP
SCOTT SITRA IS JAWS OF DEATH SPIRAL FINANCING
---------------------------------------------------------
"At any time after 180 days after the date the JDF Note is issued, the JDF Note is convertible into Blue Water’s common stock, at JDF’s option, at the lesser of (a) 50% of the lowest trade occurring during the twenty-five (25) consecutive trading day immediately preceding the applicable conversion date or (b) 50% of the lowest trade occurring during the twenty-five (25) consecutive trading days immediately preceding the Original Issue Date of August 19, 2015. The conversion price is subject to proportional adjustment in the event of stock splits, stock dividends, and similar corporate events."
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=10885837
You would have to be a blind man not to see that JAWS is going to let the Toxic Lenders get paid back and continue to have the stock price take a beating. When the stock is finally decimated JAWS will just reverse split the stock.
Scott Sitra is JAWS of Death Spiral Financing!!
As If God Created the Devil and Gave
Him... Jaws
conversion rate of $0.00225 a share , conversion rate of $0.0034 a share, conversion rate of $0.00275 a share
====================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (date of earliest event reported): August 25, 2015
Blue Water Global Group, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction
of incorporation)
333-174557
(Commission
File Number)
45-0611648
(I.R.S. Employer
Identification Number)
Wellsburg Street #7, Cole Bay, St. Maarten, Dutch West Indies
(Address of principal executive offices and zip code)
Tel: (949) 264-1475, Fax: (949) 607-4052
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule I4a-12 under the Exchange Act (17CFR240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
--------------------------------------------------------------------------------
Forward Looking Statements
This Form 8-K and other reports filed by the Registrant from time to time with the Securities and Exchange Commission (collectively, “ Filings ”) contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, our management as well as estimates and assumptions made by our management. When used in the filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions identify forward looking statements as they relate to our business or our management. Such statements reflect management’s current view of our business with respect to future events and are subject to risks, uncertainties, assumptions and other factors (including the risks contained in the section of our Annual Report filed on Form 10-K entitled “Risk Factors”) relating to our industry, operations and results of operations, and other relevant aspects of our business. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.
Although we believe the expectations reflected in the forward looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements contained within this Form 8-K and elsewhere.
Item 3.02
Unregistered Sales of Equity Securities
KBM Worldwide, Inc. (February 17, 2015 Note)
On August 26, 2015 Blue Water Global Group, Inc. (“ Blue Water ”) received a Notice of Conversion in the amount of $15,000 and issued 4,411,765 shares of its common stock, $0.001 par value, at an applicable conversion rate of $0.0034 a share pursuant to the KBM Worldwide convertible note described in detail the Form 8-K filed with the Securities and Exchange Commission (“ SEC ”) on February 23, 2015.
The remaining principal balance on this note is $49,000.00.
LG Capital Funding, LLC (December 22, 2014 Note)
On August 25, 2015 Blue Water received a Notice of Conversion in the amount of $7,000 and issued 2,545,455 shares of its common stock, $0.001 par value, at an applicable conversion rate of $0.00275 a share pursuant to the LG Capital Funding, LLC convertible note described in detail the Form 8-K filed with the SEC on December 23, 2014.
The remaining principal balance on this note is $60,000.
Adar Bays, LLC (December 22, 2014 Note)
On August 27, 2015 Blue Water received a Notice of Conversion in the amount of $8,000 and issued 3,408,020 shares of its common stock, $0.001 par value, at an applicable conversion rate of $0.002475 a share pursuant to the Adar Bays, LLC convertible note described in detail the Form 8-K filed with the SEC on December 23, 2014.
The remaining principal balance on this note is $16,000.
JDF Capital, Inc. (February 20, 2015 Note)
On August 28, 2015 Blue Water received a Notice of Conversion in the amount of $10,000 and issued 4,444,444 shares of its common stock, $0.001 par value, at an applicable conversion rate of $0.00225 a share pursuant to the JDF Capital convertible note described in detail the Form 8-K filed with the SEC on February 23, 2015.
The remaining principal balance on this note is $109,920.00.
2
--------------------------------------------------------------------------------
As of August 28, 2015, Blue Water had 167,676,401 shares of its common stock issued and outstanding.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BLUE WATER GLOBAL GROUP, INC.
Dated: August 28, 2015
By:
/s/ J. Scott Sitra
J. Scott Sitra
President and Chief Executive Officer
3
Next round of Toxic lender conversions should push this under 1/2 cent.
Scott Sitra is JAWS of Death Spiral Financing.
The new filings tell it all. The common shareholders going to find out why
As If God Created the Devil and Gave
Him... Jaws
New asset class is your future common shareholders.
JAWS going to wipe you out.
Looks like a bustout? Sorry common shareholders
========================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (date of earliest event reported): August 20, 2014
Blue Water Global Group, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction
of incorporation)
333-174557
(Commission
File Number)
45-0611648
(I.R.S. Employer
Identification Number)
Wellsburg Street #7, Cole Bay, St. Maarten, Dutch West Indies
(Address of principal executive offices and zip code)
Tel: (949) 264-1475, Fax: (949) 607-4052
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule I4a-12 under the Exchange Act (17CFR240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
--------------------------------------------------------------------------------
Forward Looking Statements
This Form 8-K and other reports filed by the Registrant from time to time with the Securities and Exchange Commission (collectively, “ Filings ”) contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, our management as well as estimates and assumptions made by our management. When used in the filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions identify forward looking statements as they relate to our business or our management. Such statements reflect management’s current view of our business with respect to future events and are subject to risks, uncertainties, assumptions and other factors (including the risks contained in the section of our Annual Report filed on Form 10-K entitled “Risk Factors”) relating to our industry, operations and results of operations, and other relevant aspects of our business. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.
Although we believe the expectations reflected in the forward looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements contained within this Form 8-K and elsewhere.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Designation of Series C Preferred Stock
On August 20, 2015 Blue Water Global Group, Inc.’s (“ Blue Water ”) Board of Directors authorized a class of preferred stock consisting of up to 1,000,000 shares and designated it Series C Preferred Stock. The Series C Preferred Stock has the following terms and rights:
Designation and Amount .
This class of preferred stock shall be designated Series C Preferred Stock (“ Preferred Stock ”), $0.001 par value. Blue Water’s Board of Directors may issue up to one-million (1,000,000) shares of this Preferred Stock.
Rank .
The Preferred Stock shall rank superior to the Corporation’s common stock and all other classes (currently outstanding or future) of preferred stock.
Security .
The Preferred Stock is secured by all of Blue Water’s assets. For purposes of this security clause, each share of the Preferred Stock carries a face value of $2 a share and in the event of insolvency, closure or winding down of Blue Water, the holder of the Preferred Stock shall have Senior Rights to receive full payment from Blue Water’s assets up to the aforementioned per share value before any unsecured debt holder and all equity holders, including all classes of common stock and preferred stock. In no event shall the holder of the Preferred Stock receive a portion of Blue Water’s assets in excess of the aforementioned face value per share.
2
--------------------------------------------------------------------------------
Dividends .
The Preferred Stock is eligible for all legal dividends as may be approved by Blue Water’s Board of Directors. In the event a dividend is declared across multiple classes of stock, the amount of any dividend to be received by holders of the Preferred Stock shall be calculated on a fully-diluted, pro-rata basis with the other classes of stock participating in said dividend.
Interest .
The Preferred Stock shall accrue interest at an annual rate of six (6%) percent based on a face value of two ($2) dollars per share. Interest is payable upon conversion into Blue Water’s common stock or redemption by Blue Water.
Voting Rights .
Holders of the Preferred Stock shall have the right to vote on any and all matters with holders of common stock (and other classes of preferred stock, if any) by aggregating votes into one (1) class of stock. Each share of Preferred Stock shall have two-hundred fifty (250) votes for any election or other vote placed before the shareholders of the Corporation, regardless if the vote is taken with or without a shareholders’ meeting. Holders of the Preferred Stock may not cumulate their votes in any voting matter.
Conversion .
Holders of shares of Preferred Stock may, at their sole option and at any time, convert all or a portion of their holdings of Preferred Stock into shares of Blue Water’s common stock. For conversion purposes each share of Preferred Stock shall be valued at $2 a share and shall convert into shares of common stock pursuant to Rule 144, unless otherwise registered, based on the average of the previous five (5) closing prices of Blue Water’s common stock as reported by the OTC Bulletin Board. There is no requirement for holders to convert their holdings into shares of common stock. Fractional share amounts shall be rounded up to the nearest whole number.
Redemption by Blue Water .
After a minimum period of two (2) years from the date of issue Blue Water may, at its sole option, redeem some or all of the Preferred Stock in either cash, common stock (as per the conversion calculation herein), or a combination thereof.
3
--------------------------------------------------------------------------------
Item 9.01
Financial Statements and Exhibits
(d)
Exhibits
Exhibit 3.9
Certificate of Designation of Series C Preferred Stock
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BLUE WATER GLOBAL GROUP, INC.
Dated: August 24, 2015
By:
/s/ J. Scott Sitra
J. Scott Sitra
President and Chief Executive Officer
4
CERTIFICATE OF DESIGNATION
OF
SERIES C PREFERRED STOCK
OF
BLUE WATER GLOBAL GROUP, INC.
A special meeting of the Board of Directors of the above referenced Corporation was held on August 20, 2015 at 9:30am Atlantic Time (AT) at the Corporation’s headquarters. The undersigned, being duly authorized, hereby certifies that the following resolutions were duly adopted by the Board of Directors of the Corporation by unanimous consent on August 20, 2015:
Upon motion duly made and unanimously carried, it was:
RESOLVED, that the Corporation and Board of Directors does hereby fix and determine the rights, preferences, privileges, restrictions and other matters relating to the designation of the Corporation’s Series C Preferred Stock, $0.001 par value:
Designation and Amount .
This class of preferred stock shall be designated Series C Preferred Stock (“Preferred Stock”), $0.001 par value. The Corporation’s Board of Directors may issue up to one-million (1,000,000) shares of this Preferred Stock.
Rank .
The Preferred Stock shall rank superior to the Corporation’s common stock and all other classes (currently outstanding or future) of preferred stock.
Security.
The Preferred Stock is secured by all of the Corporation’s assets. For purposes of this security clause, each share of the Preferred Stock carries a face value of $2 a share and in the event of insolvency, closure or winding down of the Corporation, the holder of the Preferred Stock shall have Senior Rights to receive full payment from the Corporation’s assets up to the aforementioned per share value before any unsecured debt holder and all equity holders, including all classes of common stock and preferred stock. In no event shall the holder of the Preferred Stock receive a portion of the Corporation’s assets in excess of the aforementioned face value per share.
Dividends .
The Preferred Stock is eligible for all legal dividends as may be approved by the Corporation’s Board of Directors. In the event a dividend is declared across multiple classes of stock, the amount of any dividend to be received by holders of the Preferred Stock shall be calculated on a fully-diluted, pro-rata basis with the other classes of stock participating in said dividend.
Interest .
The Preferred Stock shall accrue interest at an annual rate of six (6%) percent based on a face value of two ($2) dollars per share. Interest is payable upon conversion into the Corporation’s common stock or redemption by the Corporation.
--------------------------------------------------------------------------------
Voting Rights .
Holders of the Preferred Stock shall have the right to vote on any and all matters with holders of common stock (and other classes of preferred stock, if any) by aggregating votes into one (1) class of stock. Each share of Preferred Stock shall have two-hundred fifty (250) votes for any election or other vote placed before the shareholders of the Corporation, regardless if the vote is taken with or without a shareholders’ meeting. Holders of the Preferred Stock may not cumulate their votes in any voting matter.
Conversion .
Holders of shares of Preferred Stock may, at their sole option and at any time, convert all or a portion of their holdings of Preferred Stock into shares of the Corporation’s common stock. For conversion purposes each share of Preferred Stock shall be valued at $2 a share and shall convert into shares of common stock pursuant to Rule 144, unless otherwise registered, based on the average of the previous five (5) closing prices of the Corporation’s common stock as reported by the OTC Bulletin Board. There is no requirement for holders to convert their holdings into shares of common stock. Fractional share amounts shall be rounded up to the nearest whole number.
Redemption by Corporation .
After a minimum period of two (2) years from the date of issue the Corporation may, at its sole option, redeem some or all of the Preferred Stock in either cash, common stock (as per the conversion calculation herein), or a combination thereof.
and it was further
RESOLVED, that the officers of the Corporation shall be, and they hereby are, authorized, empowered and directed to take any and all steps, and to execute and deliver any and all instruments in connection with consummating the aforesaid transactions and in connection with carrying the foregoing resolutions into effect.
WITNESS my signature as of this 20th day of August, 2015.
/s/ J. Scott Sitra
J. Scott Sitra
President, Treasurer, Secretary and Sole Director
The toxic are done the restaurant will be completed. If you own 1 share you will most likely own 1 billionth of that restaurant. (maybe less)
The toxic lenders need to be paid and will continue to convert and dump for huge profits.
Toxic lenders are in it to win it also.
Maybe Sitra can photoshop up a new corporate headquarters
Other moderators are not allowed to delete content from IBOX.
As you know Scott Sitra is JAWS of Death Spiral Financing
OUTLANDISH TOXIC JAWS SCAM!! BUYER BEWARE!!IMPLODING ON ITS OWN WEIGHT
Replacement for Urban Casavant found
Former antiques dealer indicted for defrauding potential antiques, rare diamond investors
Written by Press Releases
Wednesday, 19 August 2015 14:19
AUSTIN, Texas (Texas State Securities Board) — Rose Marie O'Reilly, a former antiques dealer, was indicted Aug. 4 in U.S. District Court in Austin for defrauding investors and potential investors in separate, yet equally flamboyant schemes to acquire and sell highly prized items: A silver banquet set supposedly commissioned by the late country singer Marty Robbins, and pink diamonds — among the rarest and most expensive of diamonds — formerly owned by deceased New Orleans crime boss Carlos Marcello.
The U.S. Attorney's Office in Austin is prosecuting the case. The IRS-Criminal Investigation and the FBI investigated the case, with assistance from the Texas State Securities Board.
O'Reilly was indicted on two counts of securities fraud, two counts of wire fraud, and one count of engaging in monetary transaction in criminally deprived property.
According to the indictment, neither investment program existed. O'Reilly falsely represented to investors that with their pooled funds she could acquire the "lost" pieces of the silver set — produced by famed silver designer William Spratling — and sell it for $21 million. Investors would receive a pro-rata share of the profits. O'Reilly made similar false promises in the so-called Pink Diamond Jewelry Investment. In both instances, O'Reilly spend a substantial portion of investors' money on her own expenses and to make payments to some investors to give the illusion of profits.
Published in Texas News
Tweet Latest from Press Releases
•Dallas lawyer sentenced to a year in federal prison, ordered to pay more than a quarter million in resitution
•DPS enhances patrols for Labor Day enforcement period
•Dallas begins construction Wednesday on temporary trail along White Rock Creek Trail
•Armed Dallas home invaders, carjackers sentenced to federal prison
•Attorney General Paxton takes action to halt operations of more than a dozen “diploma mills” in North Texas
TOXIC LENDERS GOT $0.00385 shares in latest BLUU SEC filing
"Rumors of debt conversion and dumping are patently false. None of our toxic lenders can convert until May and we will take care of them with cash as we always have in the past. Hence, no conversions and related dumping."
--------------------------------------------------
From: stock theif 3/27/2015 1:14:23 PM of 222
EMAIL FROM MR. SITRA IN REGARDS TO WEDNESDAY'S PRICE DROP
Mr. DFDBTB,
I apologize for taking so long to get back to you. On top of yesterday’s circus ride in the market, and Mike flying to St. Maarten for today’s rum launch in Anguilla, our e-mail servers went down. The server people seem to have fixed the issue overnight.
Our official policy is not to discuss the daily trading activity in the stock. Stocks go up, stocks go down, and the real reason is never truly understood. No one really knows.
What I can say is nothing has fundamentally changed at the company:
• Construction on the restaurant is progressing nicely. New photos should be up on Facebook later this morning.
• The Anguilla launch of our rums starts today and will be sampled and shared with everyone at the 25th Moon Splash starting tomorrow.
•Rumors of debt conversion and dumping are patently false. None of our toxic lenders can convert until May and we will take care of them with cash as we always have in the past. Hence, no conversions and related dumping.
• The rums continue to gain traction in St. Maarten with more venues wanting to sell the rums.
About the URL to the press releases. We transferred our website hosting earlier this week and some of the hard coded URLs were adjusted. Just go back to the home page and click through to get to the pages. If you notice something not working that we missed, please let me know so I can have the web people fix it.
Have a great day and we will have some great pictures to share with everyone next week from Anguilla.
Very truly yours,
Scott
===============================================================
In other news, more people have gotten BLUU car magnets. Mine were featured in POST 4443, while some friends and family who are BLUU supporters pictures are posted below. If you ever happen to be driving around the following areas, you might see 'em!
Increase in Authorized Capital
On August 6, 2015, Blue Water increased its authorized capital to 2,500,000,000 shares comprised of 2,495,000,000 shares of common stock, $0.001 par value, and 5,000,000 shares of preferred stock, $0.001 par value. This increase was performed to prevent Blue Water from potentially going into a technical default situation on certain debt covenants associated with some its outstanding convertible debt. A more comprehensive disclosure relating to this corporate action is hereby incorporated by reference to the Form 8-K filed with the SEC on August 7, 2015.
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=10866125
NOTE 3 – Convertible Promissory Notes
Convertible notes payable are comprised of the following:
June 30,
2015
December 31,
2014
Convertible promissory notes, due May 28, 2015, net of unamortized debt discount of $28,524
$
-
$
24,476
Convertible promissory note, due July 3, 2015, net of unamortized debt discount of $25,440
-
17,560
Convertible promissory note, due August 17, 2015, net of unamortized debt discount of $51,768
-
13,232
Convertible promissory note, due August 19, 2015, net of unamortized debt discount of $47,596
-
8,654
Convertible promissory note, due May 19, 2015, net of unamortized debt discount of $76,796
-
23,204
June 30,
2015
December 31,
2014
Convertible promissory note, due December 22, 2015, net of unamortized debt discount of $21,575 and $48,767, respectively
23,425
1,233
Convertible promissory note, due December 22, 2015, net of unamortized debt discount of $42,192 and $97,534, respectively
45,808
2,466
Convertible promissory note, due November 14, 2015, net of unamortized debt discount of $31,457
-
2,043
Convertible promissory note, due December 1, 2015, net of unamortized debt discount of $44,430
-
5,570
Convertible promissory note, due November 13, 2015, net of unamortized debt discount of $47,767
-
7,233
Convertible promissory note, due December 22, 2015, net of unamortized debt discount of $27,310
-
690
Convertible promissory note, due July 27, 2015, net of unamortized debt discount of $14,917
85,083
-
Convertible promissory note, due January 26, 2016, net of unamortized debt discount of $28,767
21,233
-
Convertible promissory note, due November 17, 2015, net of unamortized debt discount of $40,513
38,487
-
Convertible promissory note, due February 20, 2016, net of unamortized debt discount of $74,685
41,315
-
Convertible promissory note, due February 9, 2016, net of unamortized debt discount of $66,279
14,721
-
Convertible promissory note, due April 17, 2016, net of unamortized debt discount of $39,891
10,109
-
Convertible promissory note, due April 16, 2016, net of unamortized debt discount of $41,742
10,758
-
Convertible promissory note, due April 27, 2016, net of unamortized debt discount of $46,208
$
9,792
$
-
Convertible promissory note, due November 1, 2015, net of unamortized debt discount of $67,391
32,609
-
Convertible promissory note, due April 29, 2017, net of unamortized debt discount of $50,793
4,707
-
Convertible promissory note, due November 5, 2015, net of unamortized debt discount of $54,180
25,820
-
Convertible promissory note, due February 8, 2016, net of unamortized debt discount of $45,448
10,802
-
Convertible promissory note, due February 6, 2016, net of unamortized debt discount of $63,029
15,971
-
Convertible promissory note, due May 6, 2017, net of unamortized debt discount of $70,634
12,699
-
Convertible promissory note, due November 12, 2015, net of unamortized debt discount of $73,369
26,631
-
Convertible promissory note, due June 8, 2016, net of unamortized debt discount of $52,634
3,366
-
Convertible promissory note, due March 18, 2016, net of unamortized debt discount of $50,786
2,714
-
Total
463,050
106,361
Less current portion
(445,644
)
(106,361)
Long term portion
$
17,406
$
-
15
--------------------------------------------------------------------------------
2015 Notes:
JSJ Investments, Inc. Notes
In 2015, the Company entered into agreements for the sale of a Convertible Promissory Notes (“ JSJ Notes ”) in the principal amount $300,000, net proceeds of $286,000 after taking into consideration an Original Issue Discount (“ OID ”) of $14,000. The JSJ Note matures six months from the date of issuance with the last due on November 12, 2015. The JSJ Notes is convertible at 50% of the lowest trading stock price of Blue Water’s common stock during the thirty trading day period prior to the conversion date after 180 days. In addition, the Promissory Note provides for changes in conversion price should certain events occur (as defined).
At the inception of the JSJ Note, the Company determined the aggregate fair value of $1,637,066 of embedded derivatives. The fair value of the embedded derivatives was determined using the Lattice Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 223% , (3) weighted average risk-free interest rate of 0.15%, (4) expected life of 0.50 years, and (5) estimated fair value of the Company’s common stock from $0.073 to $0.107 per share.
The determined fair value of the embedded derivative of $1,637,066 was charged as a debt discount up to the net proceeds of the note with the remainder, $1,344,066, charged to current period operations as non-cash loss on change in derivative liability.
At June 30, 2015, the Company marked to market the fair value of the derivatives of the JSJ Notes discussed above and determined a fair value of $966,821. The fair value of the embedded derivatives was determined using Lattice Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 223% , (3) weighted average risk-free interest rate of 0.25%, (4) expected life of 0.32 years, and (5) estimated fair value of the Company’s common stock of $0.0445 per share.
The Company recorded a gain on change in derivative liability of $842,643 for the six months ended June 30, 2015.
As of June 30, 2015, the outstanding balance due on the JSJ Notes was $300,000. During the three and six months ended June 30, 2015, this note incurred $109,515 and $144,322 in amortization expenses that was recorded in the financial statements as interest expense. Further, as of June 30, 2015, the remaining unamortized debt discount was $155,678.
Union Capital, LLC note
On January 26, 2015, the Company entered into an agreement for the sale of a Convertible Promissory Note (“ Union ”) in the principal amount $50,000 with an interest rate of 8% per annum pursuant to the terms of a Securities Purchase Agreement between Union Capital LLC. (“ Union ”) and Blue Water. The Union note closed on January 26, 2015 and matures on January 26, 2015 and is convertible at 55% of the average of the lowest closing bid price of Blue Water’s common stock during the twenty trading day period prior to the conversion date after 180 days.
At the inception of the Union note, the Company determined the aggregate fair value of $389,282 of embedded derivatives. The fair value of the embedded derivatives was determined using the Black Scholes Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 277% , (3) weighted average risk-free interest rate of 0.18%, (4) expected life of 1.00 years, and (5) estimated fair value of the Company’s common stock of $0.09 per share.
The determined fair value of the embedded derivative of $389,282 was charged as a debt discount up to the net proceeds of the note with the remainder, $339,282, charged to current period operations as non-cash loss on change in derivative liability.
At June 30, 2015, the Company marked to market the fair value of the derivatives of the Union note discussed above and determined a fair value of $76,322. The fair value of the embedded derivatives was determined using Black Scholes model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 223%, (3) weighted average risk-free interest rate of 0.26%, (4) expected life of 0.57 years, and (5) estimated fair value of the Company’s common stock of $0.0445 per share.
The Company recorded a gain on change in derivative liability of $312,960 for the six months ended June 30, 2015.
16
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As of June 30, 2015, the outstanding balance due on the Union note was $50,000. During the three and six months ended June 30, 2015, this note incurred $12,466 and $21,233 in amortization expenses that was recorded in the financial statements as interest expense. Further, as of June 30, 2015, the remaining unamortized debt discount was $28,767.
KBM Worldwide Note
On February 17, 2015, the Company entered into an agreement for the sale of a Convertible Promissory Note (“ KBM ”) in the principal amount $79,000 with an interest rate of 8% per annum pursuant to the terms of a Securities Purchase Agreement between KBM Worldwide, Inc. (“ KBM ”), a New York corporation, and Blue Water. The KBM Note matures on November 17, 2015. The KBM Note is convertible at 58% of the average of the lowest three trading prices of Blue Water’s common stock during the ten trading day period prior to the conversion date after 180 days. In addition, the Promissory Note provides for changes in conversion price should certain events occur (as defined).
At the inception of the KBM Note, the Company determined the aggregate fair value of $110,668 of embedded derivatives. The fair value of the embedded derivatives was determined using the Bionomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 223%, (3) weighted average risk-free interest rate of 0.25%, (4) expected life of 0.75 years, and (5) estimated fair value of the Company’s common stock of $0.129 per share.
The determined fair value of the embedded derivative of $110,668 was charged as a debt discount up to the net proceeds of the note with the remainder, $31,668, charged to current period operations as non-cash loss on change in derivative liability.
At June 30, 2015, the Company marked to market the fair value of the derivatives of the KBM Note discussed above and determined a fair value of $92,237. The fair value of the embedded derivatives was determined using Binomial Option Pricing model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 223%, (3) weighted average risk-free interest rate of 0.25%, (4) expected life of 0.38 years, and (5) estimated fair value of the Company’s common stock of $0.0445 per share.
The Company recorded a gain on change in derivative liability of $18,431 for the six months ended June 30, 2015.
As of June 30, 2015, the outstanding balance due on the KBM note was $79,000. During the three and six months ended June 30, 2015, this note incurred $26,333 and $38,487 in amortization expenses that was recorded in the financial statements as interest expense. Further, as of June 30, 2015, the remaining unamortized debt discount was $40,513.
JDF Capital, Inc. Note
On February 20, 2015, the Company entered into an agreement for the sale of a Convertible Promissory Note (“ JDF Note ”) in the principal amount $116,000, net proceeds of $106,000 after taking into consideration an Original Issue Discount (“ OID ”) of $10,000. The JDF Note matures on February 20, 2016. The JDF Note is convertible at 40% of the lowest trading stock price of Blue Water’s common stock during the twenty five trading day period prior to the conversion date 180 days. In addition, the Promissory Note provides for changes in conversion price should certain events occur (as defined).
At the inception of the JDF Note, the Company determined the aggregate fair value of $353,080 of embedded derivatives. The fair value of the embedded derivatives was determined using the Lattice Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 223% , (3) weighted average risk-free interest rate of 0.15%, (4) expected life of 1.00 years, and (5) estimated fair value of the Company’s common stock of $0.11 per share.
The determined fair value of the embedded derivative of $353,080 was charged as a debt discount up to the net proceeds of the note with the remainder, $30,412, charged to current period operations as non-cash loss on change in derivative liability.
At June 30, 2015, the Company marked to market the fair value of the derivatives of the JDF Note discussed above and determined a fair value of $140,238. The fair value of the embedded derivatives was determined using Lattice Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 223% , (3) weighted average risk-free interest rate of 0.25%, (4) expected life of 0.64 years, and (5) estimated fair value of the Company’s common stock of $0.0445 per share.
The Company recorded a gain on change in derivative liability of $102,174 for the six months ended June 30, 2015.
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As of June 30, 2015, the outstanding balance due on the JDF Note was $116,000. During the three and six months ended June 30, 2015, this note incurred $28,921 and $41,315 in amortization expenses that was recorded in the financial statements as interest expense. Further, as of June 30, 2015, the remaining unamortized debt discount was $74,685.
Blue Citi, LLC. Note
On February 9, 2015, the Company entered into an agreement for the sale of a Convertible Promissory Note (“ Blue Note ”) in the principal amount $108,000, net proceeds of $106,000 after taking into consideration an Original Issue Discount (“ OID ”) of $6,000. The JDF Note matures on February 9, 2016. The Blue Note is convertible at 60% of the lowest daily closing bid price of Blue Water’s common stock during the twenty trading day period prior to the conversion date 180 days. In addition, the Promissory Note provides for changes in conversion price should certain events occur (as defined).
At the inception of the Blue Note, the Company determined the aggregate fair value of 289,664 of embedded derivatives. The fair value of the embedded derivatives was determined using the Lattice Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 223% , (3) weighted average risk-free interest rate of 0.15%, (4) expected life of 1.00 years, and (5) estimated fair value of the Company’s common stock of $0.096 per share.
The determined fair value of the embedded derivative of $289,664 was charged as a debt discount up to the net proceeds of the note with the remainder, $189,664, charged to current period operations as non-cash loss on change in derivative liability.
At June 30, 2015, the Company marked to market the fair value of the derivatives of the Blue note discussed above and determined a fair value of $268,870. The fair value of the embedded derivatives was determined using Lattice Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 223% , (3) weighted average risk-free interest rate of 0.25%, (4) expected life of 0.61 years, and (5) estimated fair value of the Company’s common stock of $0.0445 per share.
The Company recorded a gain on change in derivative liability of $135,107 for the six months ended June 30, 2015.
As of June 30, 2015, the outstanding balance due on the JDF Note was $106,000. During the three and six months ended June 30, 2015, this note incurred $26,926 and $41,721 in amortization expenses that was recorded in the financial statements as interest expense. Further, as of June 30, 2015, the remaining unamortized debt discount was $66,279.
Adar Bays, LLC
On April 17, 2015, the Company entered into a Securities Purchase Agreement with Adar Bays, LLC, an accredited investor (“ Adar Bays ”), pursuant to which we issued Adar Bays two convertible notes. The first note, due May 19, 2015 in the principal amount of $50,000 (“ AB Note 1 ”), was issued in exchange for $50,000 in cash. The second note was issued May 17, 2015 in the principal amount of $50,000 (“ AB Note 2 ” and, together with AB Note 1, the “ AB Notes ”), was issued in exchange for a full-recourse, collateralized promissory note from Adar Bays in the amount of $50,000 (“ AB Payment Note ”). The AB Payment Second Note is due on April 17, 2016, unless the Company does not meet the current public information requirement pursuant to Rule 144, in which case both AB
Interest on the AB Notes accrues at the rate of 8% per annum. The Company is not required to make any payments on the AB Notes until maturity. The Company has the right to repay the AB Notes at any time during the first six months of the notes at a rate of 125% of the unpaid principal amount during the first 90 days, 135% of the unpaid principal amount between days 91 and 150, and 145% of the unpaid principal amount between days 151 and 180.
At the inception of the second Note, the Company determined the aggregate fair value of 78,755 of embedded derivatives. The fair value of the embedded derivatives was determined using the Lattice Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 223% , (3) weighted average risk-free interest rate of 0.15%, (4) expected life of 1.00 years, and (5) estimated fair value of the Company’s common stock of $0.08 per share.
The determined fair value of the embedded derivative of $78,755 was charged as a debt discount up to the net proceeds of the note with the remainder, $28,755, charged to current period operations as non-cash loss on change in derivative liability.
At June 30, 2015, the Company marked to market the fair value of the derivatives of the Blue note discussed above and determined a fair value of $58,026. The fair value of the embedded derivatives was determined using Lattice Model based on
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the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 223% , (3) weighted average risk-free interest rate of 0.25%, (4) expected life of 0.80 years, and (5) estimated fair value of the Company’s common stock of $0.0445 per share.
The Company recorded a gain on change in derivative liability of $20,729 for the six months ended June 30, 2015.
As of June 30, 2015, the outstanding balance due on the second Note was $50,000. During the three and six months ended June 30, 2015, this note incurred $10,109 in amortization expenses that was recorded in the financial statements as interest expense. Further, as of June 30, 2015, the remaining unamortized debt discount was $39,891.
LG Capital Funding, LLC
On April 16, 2015, the Company entered into a Securities Purchase Agreement with LG Capital Funding, LLC, an accredited investor (“ LG Capital ”), pursuant to which we issued LG Capital a convertible note for $52,500 in exchange for $50,000 in cash. The LG Payment Note is due on April 16, 2016, unless we do not meet the current public information requirement pursuant to Rule 144.
Interest on the LG Note accrues at the rate of 8% per annum. The Company is not required to make any payments on the LG Notes until maturity. The Company has the right to repay the LG Notes at any time during the first six months of the notes at a rate of 125% of the unpaid principal amount during the first 90 days, 135% of the unpaid principal amount between days 91 and 150, and 145% of the unpaid principal amount between days 151 and 180.
At the inception of the Note, the Company determined the aggregate fair value of $83,902 of embedded derivatives. The fair value of the embedded derivatives was determined using the Lattice Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 223% , (3) weighted average risk-free interest rate of 0.15%, (4) expected life of 1.00 years, and (5) estimated fair value of the Company’s common stock of $0.058 per share.
The determined fair value of the embedded derivative of $83,902 was charged as a debt discount up to the net proceeds of the note with the remainder, $31,402, charged to current period operations as non-cash loss on change in derivative liability.
At June 30, 2015, the Company marked to market the fair value of the derivatives of the Blue note discussed above and determined a fair value of $60,951. The fair value of the embedded derivatives was determined using Lattice Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 223% , (3) weighted average risk-free interest rate of 0.25%, (4) expected life of 0.80 years, and (5) estimated fair value of the Company’s common stock of $0.0445 per share.
The Company recorded a gain on change in derivative liability of $22,951 for the six months ended June 30, 2015.
As of June 30, 2015, the outstanding balance due on the second Note was $52,500. During the three and six months ended June 30, 2015, this note incurred $10,758 in amortization expenses that was recorded in the financial statements as interest expense. Further, as of June 30, 2015, the remaining unamortized debt discount was $41,741.
Black Mountain Equities, Inc. Note )
On December 22, 2014, the Company entered into an agreement for the sale of a Convertible Promissory Note (“ Black Note ”) in the principal amount $250,000 (funded $112,000), net proceeds of $100,000 after taking into consideration an Original Issue Discount (“ OID ”) of $6,000 in 2015. The Black Notes matures on year from the date of funding, the last due June 8, 2016. The Black Notes is convertible at 60% of the lowest trading price of Blue Water’s common stock during the twenty five trading days period prior to the conversion date after 180 days. In addition, the Promissory Note provides for changes in conversion price should certain events occur (as defined).
At the inception of the 2015 Black Notes, the Company determined the aggregate fair value of $184,338 of embedded derivatives. The fair value of the embedded derivatives was determined using the Lattice Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 223%, (3) weighted average risk-free interest rate of 0.15%, (4) expected life of 1.00 years, and (5) estimated fair value of the Company’s common stock of $0.05 to $0.0732 per share.
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The determined fair value of the embedded derivative of $184,338 was charged as a debt discount up to the net proceeds of the note with the remainder, $84,338, charged to current period operations as non-cash loss on change in derivative liability.
At June 30, 2015, the Company marked to market the fair value of the derivatives of the Black Notes discussed above and determined a fair value of $141,860. The fair value of the embedded derivatives was determined using Lattice Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 223% (3) weighted average risk-free interest rate of 0.25%, (4) expected life of 0.98 years, and (5) estimated fair value of the Company’s common stock of $0.0445 per share.
The Company recorded a gain on change in derivative liability of $42,478 for the six months ended June 30, 2015.
As of June 30, 2015, the outstanding balance due on the 2015 Notes was $118,000. During the three and six months ended June 30, 2015, this note incurred $13,158 in amortization expenses that was recorded in the financial statements as interest expense. Further, as of June 30, 2015, the remaining unamortized debt discount was $98,842.
Cardinal Capital Group, Inc. Note
On April 29, 2015, the Company entered into an agreement for the sale of a Convertible Promissory Note (“ Cardinal Note ”) in the principal amount $55,500 and net proceeds of $50,000 after taking into consideration an Original Issue Discount (“ OID ”) of $5,500. The Cardinal Note matures on April 29, 2017. The Cardinal Note is convertible at 55% of the lowest daily closing bid of Blue Water’s common stock during the twenty trading day period prior to the conversion date.
At the inception of the Cardinal Note, the Company determined the aggregate fair value of $82,865 of embedded derivatives. The fair value of the embedded derivatives was determined using the Lattice Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 223%, (3) weighted average risk-free interest rate of 0.25%, (4) expected life of 2.0 year, and (5) estimated fair value of the Company’s common stock of $0.078 per share.
The determined fair value of the embedded derivative of $82,865 was charged as a debt discount up to the net proceeds of the note with the remainder, $27,365, charged to current period operations as non-cash loss on change in derivative liability.
At June 30, 2014, the Company marked to market the fair value of the derivatives of the Cardinal Note discussed above and determined a fair value of $121,604. The fair value of the embedded derivatives was determined using Lattice Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 223%, (3) weighted average risk-free interest rate of 0.25%, (4) expected life of 1.87 years, and (5) estimated fair value of the Company’s common stock of $0.0445 per share.
The Company recorded a gain on change in derivative liability of $14,987 for the six months ended June 30, 2015.
As of June 30, 2015, the outstanding balance due on the Cardinal Note was $55,500. During the three and six months ended June 30, 2015, this note incurred $4,707 in amortization expenses that was recorded in the financial statements as interest expense. Further, as of June 30, 2015, the remaining unamortized debt discount was $50,793.
Macallan Partners, LLC Note
On April 30, 2015, the Company entered into an agreement for the sale of a Convertible Promissory Note (“ Macallan Note ”) in the principal amount $80,000 with an interest rate of 8% per annum pursuant to the terms of a Securities Purchase Agreement between Macallan Partners, LLC. (“ Macallan ”) and Blue Water. The Macallan Note matures on November 5, 2015. The Macallan Note is convertible at 50% of the lowest closing bid price of Blue Water’s common stock during the twenty trading day period prior to the conversion date. In addition, the Promissory Note provides for changes in conversion price should certain events occur (as defined).
At the inception of the Macallan Note, the Company determined the aggregate fair value of $110,532 of embedded derivatives. The fair value of the embedded derivatives was determined using the Lattice Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 223%, (3) weighted average risk-free interest rate of 0.15%, (4) expected life of 0.51 years, and (5) estimated fair value of the Company’s common stock of $0.0795 per share.
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The determined fair value of the embedded derivative of $110,532 was charged as a debt discount up to the net proceeds of the note with the remainder, $30,532, charged to current period operations as non-cash loss on change in derivative liability.
At June 30, 2015, the Company marked to market the fair value of the derivatives of the Macallan Note discussed above and determined a fair value of $99,318. The fair value of the embedded derivatives was determined using Lattice Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 223% to 235%, (3) weighted average risk-free interest rate of 0.25%, (4) expected life of 0.35 years, and (5) estimated fair value of the Company’s common stock of $0.0445 per share.
The Company recorded a gain on change in derivative liability of $11,214 for the six months ended June 30, 2015.
As of June 30, 2015, the outstanding balance due on the Macallan Note was $80,000. During the three and six months ended June 30, 2015, this note incurred $25,820 in amortization expenses that was recorded in the financial statements as interest expense. Further, as of June 30, 2014, the remaining unamortized debt discount was $54,180.
Auctus Private Equity Fund LLC Note
On May 8, 2015, the Company entered into an agreement for the sale of a Convertible Promissory Note (“ Auctus Note ”) in the principal amount $56,250 with an interest rate of 8% per annum pursuant to the terms of a Securities Purchase Agreement between Auctus Private Equity Fund LLC. (“ Auctus ”), a Nevada corporation, and Blue Water. The Auctus Note matures on February 8, 2016. The Auctus Note is convertible at 55% of the average of the lowest two trading prices of Blue Water’s common stock during the twenty five trading day period prior to the conversion date after 180 days. In addition, the Promissory Note provides for changes in conversion price should certain events occur (as defined).
At the inception of the Auctus Note, the Company determined the aggregate fair value of $103,539 of embedded derivatives. The fair value of the embedded derivatives was determined using the Lattice Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 223% , (3) weighted average risk-free interest rate of 0.15%, (4) expected life of 0.75 years, and (5) estimated fair value of the Company’s common stock of $0.0786 per share.
The determined fair value of the embedded derivative of $103,539 was charged as a debt discount up to the net proceeds of the note with the remainder, $47,289, charged to current period operations as non-cash loss on change in derivative liability.
At June 30, 2015, the Company marked to market the fair value of the derivatives of the Auctus Note discussed above and determined a fair value of $78,732. The fair value of the embedded derivatives was determined using Lattice Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 223%, (3) weighted average risk-free interest rate of 0.25%, (4) expected life of 0.61 years, and (5) estimated fair value of the Company’s common stock of $0.0445 per share.
The Company recorded a gain on change in derivative liability of $24,807 for the six months ended June 30, 2015.
As of June 30, 2015, the outstanding balance due on the Auctus Note was $56,250. During the three and six months ended June 30, 2015, this note incurred $10,802 in amortization expenses that was recorded in the financial statements as interest expense. Further, as of June 30, 2015, the remaining unamortized debt discount was $45,448.
Vis Vires Group, Inc.
In 2015, the Company entered into an agreements for the sale of a Convertible Promissory Notes (“ Vis Vires Notes ”) in the aggregate principal amount $132,500 with an interest rate of 8% per annum pursuant to the terms of a Securities Purchase Agreement between Vis Vires Group, Inc. (“ Vis Virs ”), a New York corporation, and Blue Water. The Vis Vires Notes matures approximately nine months from issuance with the last due on March 18, 2016. The Notes are convertible at 58% of the average of the lowest three trading prices of Blue Water’s common stock during the ten trading day period prior to the conversion date after 180 days.
At the inception of the Notes, the Company determined the aggregate fair value of $148,517 of embedded derivatives. The fair value of the embedded derivatives was determined using the Lattice Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 223% , (3) weighted average risk-free interest rate of 0.15%, (4) expected life of 0.75 years, and (5) estimated fair value of the Company’s common stock of $0.055 to 0.079 per share.
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The determined fair value of the embedded derivative of $148,517 was charged as a debt discount up to the net proceeds of the note with the remainder, $16,017, charged to current period operations as non-cash loss on change in derivative liability.
At June 30, 2015, the Company marked to market the fair value of the derivatives of the Vis Vires Notes discussed above and determined a fair value of $142,814. The fair value of the embedded derivatives was determined using Lattice Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 223%, (3) weighted average risk-free interest rate of 0.25%, (4) expected life of 0.61 years, and (5) estimated fair value of the Company’s common stock of $0.0445 per share.
The Company recorded a net gain on change in derivative liability of $5,703 for the six months ended June 30, 2015.
As of June 30, 2015, the outstanding balance due on the Vis Vires Notes was $132,500. During the three and six months ended June 30, 2015, this note incurred $18,685 in amortization expenses that was recorded in the financial statements as interest expense. Further, as of June 30, 2015, the remaining unamortized debt discount was $113,815.
JMJ Financial Note
On May 6, 2015, (“ Effective Date ”), the Company sold to JMJ Financial (“ JMJ Financial ”) a $150,000 Convertible Promissory Note (“ JMJ Note ”). The JMJ Note provides up to an aggregate of $135,000 in gross proceeds after taking into consideration an Original Issue Discount (“ OID ”) of $15,000. The Notes mature two years from the date of issuance. As of June 30, 2015, the Company has received net proceeds under this note of $75,000.
At any time after 180 days of the Effective Date, the Investor may convert all or part of the JMJ Note into shares of Blue Water’s common stock at the lesser of $0.09 a share or 60% of the lowest trade price in the 25 trading days prior to the conversion.
At the inception of the JMJ Note, the Company determined the aggregate fair value of $76,381 of embedded derivatives. The fair value of the embedded derivatives was determined using the Lattice Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 223% , (3) weighted average risk-free interest rate of 0.15%, (4) expected life of 2.0 years, and (5) estimated fair value of the Company’s common stock of $0.078 per share.
The determined fair value of the embedded derivative of $76,381 was charged as a debt discount up to the net proceeds of the note.
At June 30, 2015, the Company marked to market the fair value of the derivatives of the JMJ Note discussed above and determined a fair value of $70,145. The fair value of the embedded derivatives was determined using Lattice Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 223%, (3) weighted average risk-free interest rate of 0.25%, (4) expected life of 1.85 years, and (5) estimated fair value of the Company’s common stock of $0.0445 per share.
The Company recorded a gain on change in derivative liability of $6,236 for the six months ended June 30, 2015.
As of June 30, 2015, the outstanding balance due on the JMJ Note was $83,333 (including OID). During the three and six months ended June 30, 2015, this note incurred $5,747 in amortization expenses that was recorded in the financial statements as interest expense. Further, as of June 30, 2015, the remaining unamortized debt discount was $70,634.
During the six months ended June 30, 2015, the Company issued an aggregate of 706,422 shares of its common stock in settlement of $17,000 of convertible notes.
NOTE 4 – STOCKHOLDERS’ EQUITY
Preferred stock
The Company has authorized 5,000,000 shares of preferred stock, $0.001 par value. The Company’s Board of Directors is authorized, without further action by the shareholders, to issue shares of preferred stock and to fix the designations, number,
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rights, preferences, privileges and restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences and sinking fund terms.
As of June 30, 2015, the Company had designated up to 1,000,000 shares of the authorized preferred stock as the Series A preferred stock, $0.001 per share. As of June 30, 2015 and December 31, 2014, the Company has 150,000 shares of Series A preferred stock issued and outstanding.
On April 13, 2015, the Company’s board of directors designated 1,300,000 shares of preferred stock as Series B Preferred Stock at $0.001 par value. Series B Preferred Stock shall rank superior to all other classes of stock including common and other future classes of preferred in regard to liquidation, dissolution or winding up of the Company. The Series B Preferred Stock shall participate in all legal dividends declared by the board of directors, have no voting rights and is not convertible into any other class or classes of the Company’s stock.
In April 2015, the Company’s Board of Directors has approved a special one-time stock dividend of one (1) share of Series B Preferred Stock for every one-hundred (100) shares of common stock held. Fractional amounts will be rounded to the nearest whole number. 1,209,548 shares of Series B Preferred Stock was distributed in April 2015.
Common stock
The Company has authorized 700,000,000 shares of common stock, with a par value of $0.001 per share. As of June 30, 2015 and December 31, 2014, the Company has 121,645,969 and 126,206,213, respectively, shares of common stock issued and outstanding.
During the six months ended June 30, 2015, 12,500,000 previously issued shares of the Company’s common stock were returned and canceled. The returned shares were recorded at $-0- value.
During the six months ended June 30, 2015, the Company issued an aggregate of 3,900,000 shares of its common stock for board compensation at a fair value of $428,610 based on the closing stock price at date of grant.
During the six months ended June 30, 2015, the Company issued 3,333,334 shares of its common stock for services rendered at a fair value of $273,334 based on the closing stock price at date of grant.
During the six months ended June 30, 2015, the Company issued an aggregate of 706,422 shares of its common stock in settlement of $17,000 of convertible notes. As the shares were issued in accordance with the terms of the convertible notes, no gain or loss was recognized upon the conversions.
NOTE 5 – INVESTMENTS
Long-Term Investments; Available-For-Sale Securities
The following table summarizes the Company’s long-term Available-For-Sale (AFS) Securities as of June 30, 2015 and December 31, 2014:
As of June 30, 2015 and December 31, 2014
Cost
Gross Unrealized Gains
Gross Unrealized Losses
Estimated Fair Value
Equity securities (1)
$
-
$
200,000
$
-
$
200,000
Total
$
-
$
200,000
$
-
$
200,000
(1)
The Company’s long-term AFS securities consisted of 20,000,000 shares of Stream Flow Media, Inc. which were valued at $200,000 and a net 15% interest in Next Level Hockey, LLC which was valued at $-0-.
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All of our investments, excluding trading securities, are subject to periodic impairment review. The impairment analysis requires significant judgment to identify events or circumstances that would likely have significant adverse effect on the future value of the investment. We consider various factors in determining whether an impairment is other-than-temporary, including the severity and duration of the impairment, forecasted recovery, the financial condition and near-term prospects of the investee, and our ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value.
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=10866125
BLUU had sales of $2,157 and cost of sales of $902 and a profit of $1,255
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=10866125
RUM SALES BARFF!!
Scott Sitra is JAWS od DEATH.
HOE HOE HOE AND A BOTTLE OF RUM
Under a penny. Will go much lower. Toxic lenders need to be paid back and BLUU only currency is shares
JAWS will just let stock price get smacked lower and lower and just reverse split the stock
The writing is on the WALL.
Scott Sitra is Jaws of Death Spiral Financing
Told ya so!!
StockDungU
Told ya so As If God Created the Devil and Gave
Him... Jaws
BLUU: TWO AND ONE HALF BILLION SHARES AUTHORIZED
"Blue Water now has authorized capital stock of 2,500,000,000 shares comprised of 2,495,000,000 in common stock, $0.001 par value, and 5,000,000 in preferred stock, $0.001 par value. "
JAWS plan all along. Reverse split coming down the road. His Ponzi scheme of constantly refinancing existing notes with new notes had reached its peak.
Will be interesting to see if FINRA lets Sitra reverse split the stock with the Kramer brothers holding lots of the convertable notes.
Recently the stock has been in a death spiral. From a high of 16 cents to Fridays close close to a penny
Scott Sitra is JAWS od DEATH spiral financing
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (date of earliest event reported): August 6, 2014
Blue Water Global Group, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction
of incorporation)
333-174557
(Commission
File Number)
45-0611648
(I.R.S. Employer
Identification Number)
Wellsburg Street #7, Cole Bay, St. Maarten, Dutch West Indies
(Address of principal executive offices and zip code)
Tel: (949) 264-1475, Fax: (949) 607-4052
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule I4a-12 under the Exchange Act (17CFR240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
--------------------------------------------------------------------------------
Forward Looking Statements
This Form 8-K and other reports filed by the Registrant from time to time with the Securities and Exchange Commission (collectively, “ Filings ”) contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, our management as well as estimates and assumptions made by our management. When used in the filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions identify forward looking statements as they relate to our business or our management. Such statements reflect management’s current view of our business with respect to future events and are subject to risks, uncertainties, assumptions and other factors (including the risks contained in the section of our Annual Report filed on Form 10-K entitled “Risk Factors”) relating to our industry, operations and results of operations, and other relevant aspects of our business. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.
Although we believe the expectations reflected in the forward looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements contained within this Form 8-K and elsewhere.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Amendment to Articles of Incorporation (Increase in Authorized Capital)
On August 6, 2015, Blue Water Global Group, Inc. (“ Blue Water ”) amended its Articles of Incorporation to increase its authorized capital. This was required to remain in compliance with certain debt covenants relating to some of Blue Water’s outstanding convertible promissory notes.
Blue Water now has authorized capital stock of 2,500,000,000 shares comprised of 2,495,000,000 in common stock, $0.001 par value, and 5,000,000 in preferred stock, $0.001 par value.
Amendment to Certificate of Designation of Series A Preferred Stock
Simultaneous with amending the Articles of Incorporation, Blue Water amended the Certificate of Designation to its Series A Preferred Stock. The Amended Certificate of Designation to its Series A Preferred Stock increased the number of votes for each share of Series A Preferred Stock from 1,000 votes per share to 3,000 votes per share.
Item 9.01
Financial Statements and Exhibits
(d)
Exhibits
Exhibit 3.7
Amendment to Articles of Incorporation dated August 6, 2015
Exhibit 3.8
Amended Certificate of Designation for Series A Preferred Stock dated August 6, 2015
2
--------------------------------------------------------------------------------
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BLUE WATER GLOBAL GROUP, INC.
Dated: August 7, 2015
By:
/s/ J. Scott Sitra
J. Scott Sitra
President and Chief Executive Officer
3
AMENDED CERTIFICATE OF DESIGNATION
OF
SERIES A PREFERRED STOCK
OF
BLUE WATER GLOBAL GROUP, INC.
A special meeting of the Board of Directors of the above referenced Corporation was held on August 6, 2015 at 5:00pm Atlantic Time (AT) at the Corporation’s headquarters. The undersigned, being duly authorized, hereby certifies that the following resolutions were duly adopted by the Board of Directors of the Corporation by unanimous consent on August 6, 2015:
Upon motion duly made and unanimously carried, it was:
RESOLVED, that the Corporation and Board of Directors does hereby fix and determine the rights, preferences, privileges, restrictions and other matters relating to the designation of the Corporation’s Series A Preferred Stock, $0.001 par value:
Designation and Amount .
This class of preferred stock shall be designated Series A Preferred Stock (“Preferred Stock”), $0.001 par value. The Corporation’s Board of Directors may issue up to one-million (1,000,000) shares of this Preferred Stock.
Rank .
The Preferred Stock shall rank superior to all other class of the Corporation’s classes of stock, including common and other future classes of preferred stock, if any – now or hereafter issued – as to distributions of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, including the payment of dividends.
Dividends .
The Preferred Stock is eligible for all legal dividends as may be approved by the Corporation’s Board of Directors. In the event a dividend is declared across multiple classes of stock, the amount of any dividend to be received by holders of the Preferred Stock shall be calculated on a fully-diluted, pro-rata basis with the other classes of stock participating in said dividend.
Voting Rights .
Holders of the Preferred Stock shall have the right to vote on any and all matters with holders of common stock (and other classes of preferred stock, if any) by aggregating votes into one (1) class of stock. Each share of Preferred Stock shall have three-thousand (3,000) votes for any election or other vote placed before the shareholders of the Corporation, regardless if the vote is taken with or without a shareholders’ meeting. Holders of the Preferred Stock may not cumulate their votes in any voting matter.
- 2 -
--------------------------------------------------------------------------------
Conversion .
After a minimum holding period of two (2) years from the date of issue, holders of shares of Preferred Stock may, at their sole option, convert all or a portion of their holdings of Preferred Stock into shares of the Corporation’s common stock at a ratio of one (1) share of Preferred Stock for one-thousand (1,000) shares of common stock. There is no requirement for holders to convert their holdings into shares of common stock.
Redemption by Corporation .
The Corporation has no redemption rights over the Preferred Stock.
and it was further
RESOLVED, that the officers of the Corporation shall be, and they hereby are, authorized, empowered and directed to take any and all steps, and to execute and deliver any and all instruments in connection with consummating the aforesaid transactions and in connection with carrying the foregoing resolutions into effect.
WITNESS my signature as of this 7th day of August, 2015.
/s/ J. Scott Sitra
J. Scott Sitra
President, Treasurer, Secretary and Sole Director
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JR. PENNY STOCK PLAYERS CREED: "once a victim twice a volunteer"
"Blue Water now has authorized capital stock of 2,500,000,000 shares comprised of 2,495,000,000 in common stock, $0.001 par value, and 5,000,000 in preferred stock, $0.001 par value. "
JAWS plan all along. Reverse split coming down the road.
TWO AND ONE HALF BILLION SHARES BARFF!!
Scott Sitra is JAWS od DEATH spiral financing
told ya so!!
-------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (date of earliest event reported): August 6, 2014
Blue Water Global Group, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction
of incorporation)
333-174557
(Commission
File Number)
45-0611648
(I.R.S. Employer
Identification Number)
Wellsburg Street #7, Cole Bay, St. Maarten, Dutch West Indies
(Address of principal executive offices and zip code)
Tel: (949) 264-1475, Fax: (949) 607-4052
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule I4a-12 under the Exchange Act (17CFR240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
--------------------------------------------------------------------------------
Forward Looking Statements
This Form 8-K and other reports filed by the Registrant from time to time with the Securities and Exchange Commission (collectively, “ Filings ”) contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, our management as well as estimates and assumptions made by our management. When used in the filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions identify forward looking statements as they relate to our business or our management. Such statements reflect management’s current view of our business with respect to future events and are subject to risks, uncertainties, assumptions and other factors (including the risks contained in the section of our Annual Report filed on Form 10-K entitled “Risk Factors”) relating to our industry, operations and results of operations, and other relevant aspects of our business. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.
Although we believe the expectations reflected in the forward looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements contained within this Form 8-K and elsewhere.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Amendment to Articles of Incorporation (Increase in Authorized Capital)
On August 6, 2015, Blue Water Global Group, Inc. (“ Blue Water ”) amended its Articles of Incorporation to increase its authorized capital. This was required to remain in compliance with certain debt covenants relating to some of Blue Water’s outstanding convertible promissory notes.
Blue Water now has authorized capital stock of 2,500,000,000 shares comprised of 2,495,000,000 in common stock, $0.001 par value, and 5,000,000 in preferred stock, $0.001 par value.
Amendment to Certificate of Designation of Series A Preferred Stock
Simultaneous with amending the Articles of Incorporation, Blue Water amended the Certificate of Designation to its Series A Preferred Stock. The Amended Certificate of Designation to its Series A Preferred Stock increased the number of votes for each share of Series A Preferred Stock from 1,000 votes per share to 3,000 votes per share.
Item 9.01
Financial Statements and Exhibits
(d)
Exhibits
Exhibit 3.7
Amendment to Articles of Incorporation dated August 6, 2015
Exhibit 3.8
Amended Certificate of Designation for Series A Preferred Stock dated August 6, 2015
2
--------------------------------------------------------------------------------
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BLUE WATER GLOBAL GROUP, INC.
Dated: August 7, 2015
By:
/s/ J. Scott Sitra
J. Scott Sitra
President and Chief Executive Officer
3
AMENDED CERTIFICATE OF DESIGNATION
OF
SERIES A PREFERRED STOCK
OF
BLUE WATER GLOBAL GROUP, INC.
A special meeting of the Board of Directors of the above referenced Corporation was held on August 6, 2015 at 5:00pm Atlantic Time (AT) at the Corporation’s headquarters. The undersigned, being duly authorized, hereby certifies that the following resolutions were duly adopted by the Board of Directors of the Corporation by unanimous consent on August 6, 2015:
Upon motion duly made and unanimously carried, it was:
RESOLVED, that the Corporation and Board of Directors does hereby fix and determine the rights, preferences, privileges, restrictions and other matters relating to the designation of the Corporation’s Series A Preferred Stock, $0.001 par value:
Designation and Amount .
This class of preferred stock shall be designated Series A Preferred Stock (“Preferred Stock”), $0.001 par value. The Corporation’s Board of Directors may issue up to one-million (1,000,000) shares of this Preferred Stock.
Rank .
The Preferred Stock shall rank superior to all other class of the Corporation’s classes of stock, including common and other future classes of preferred stock, if any – now or hereafter issued – as to distributions of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, including the payment of dividends.
Dividends .
The Preferred Stock is eligible for all legal dividends as may be approved by the Corporation’s Board of Directors. In the event a dividend is declared across multiple classes of stock, the amount of any dividend to be received by holders of the Preferred Stock shall be calculated on a fully-diluted, pro-rata basis with the other classes of stock participating in said dividend.
Voting Rights .
Holders of the Preferred Stock shall have the right to vote on any and all matters with holders of common stock (and other classes of preferred stock, if any) by aggregating votes into one (1) class of stock. Each share of Preferred Stock shall have three-thousand (3,000) votes for any election or other vote placed before the shareholders of the Corporation, regardless if the vote is taken with or without a shareholders’ meeting. Holders of the Preferred Stock may not cumulate their votes in any voting matter.
- 2 -
--------------------------------------------------------------------------------
Conversion .
After a minimum holding period of two (2) years from the date of issue, holders of shares of Preferred Stock may, at their sole option, convert all or a portion of their holdings of Preferred Stock into shares of the Corporation’s common stock at a ratio of one (1) share of Preferred Stock for one-thousand (1,000) shares of common stock. There is no requirement for holders to convert their holdings into shares of common stock.
Redemption by Corporation .
The Corporation has no redemption rights over the Preferred Stock.
and it was further
RESOLVED, that the officers of the Corporation shall be, and they hereby are, authorized, empowered and directed to take any and all steps, and to execute and deliver any and all instruments in connection with consummating the aforesaid transactions and in connection with carrying the foregoing resolutions into effect.
WITNESS my signature as of this 7th day of August, 2015.
/s/ J. Scott Sitra
J. Scott Sitra
President, Treasurer, Secretary and Sole Director
More Toxic CONversion disclosed at less than a penny. The remaining principal balance on this note is $35,000.00
On August 3, 2015 Blue Water Global Group, Inc. (“ Blue Water ”) received a Notice of Conversion in the amount of $10,000 and issued 1,262,333 shares of its common stock, $0.001 par value, at an applicable conversion rate of $0.00825 a share pursuant to the Union Capital, LLC convertible note described in detail the Form 8-K filed with the SEC on January 29, 2015.
----------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (date of earliest event reported): August 4, 2014
Blue Water Global Group, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction
of incorporation)
333-174557
(Commission
File Number)
45-0611648
(I.R.S. Employer
Identification Number)
Wellsburg Street #7, Cole Bay, St. Maarten, Dutch West Indies
(Address of principal executive offices and zip code)
Tel: (949) 264-1475, Fax: (949) 607-4052
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule I4a-12 under the Exchange Act (17CFR240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
--------------------------------------------------------------------------------
Forward Looking Statements
This Form 8-K and other reports filed by the Registrant from time to time with the Securities and Exchange Commission (collectively, “ Filings ”) contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, our management as well as estimates and assumptions made by our management. When used in the filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions identify forward looking statements as they relate to our business or our management. Such statements reflect management’s current view of our business with respect to future events and are subject to risks, uncertainties, assumptions and other factors (including the risks contained in the section of our Annual Report filed on Form 10-K entitled “Risk Factors”) relating to our industry, operations and results of operations, and other relevant aspects of our business. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.
Although we believe the expectations reflected in the forward looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements contained within this Form 8-K and elsewhere.
Item 3.02
Unregistered Sales of Equity Securities
Union Capital, LLC
On August 3, 2015 Blue Water Global Group, Inc. (“ Blue Water ”) received a Notice of Conversion in the amount of $10,000 and issued 1,262,333 shares of its common stock, $0.001 par value, at an applicable conversion rate of $0.00825 a share pursuant to the Union Capital, LLC convertible note described in detail the Form 8-K filed with the SEC on January 29, 2015.
The remaining principal balance on this note is $35,000.00.
As of August 5, 2015, Blue Water had 131,322,679 shares of its common stock issued and outstanding.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BLUE WATER GLOBAL GROUP, INC.
Dated: August 5, 2015
By:
/s/ J. Scott Sitra
J. Scott Sitra
President and Chief Executive Officer
2
No Mercy toward the close by the Toxic lenders. They want their money back from JAWS/BLUU and the only way to get paid back is convert to shares at deep discounts and smack the bid as it appears today. In the end JAWS will have the last laugh. JAWS will just reverse split the stock after all is said and done.
Recent Trades - Last 10 of 72
Time ET Ex Price Change Volume
16:04:42 Q 0.01374 -0.00376 454,150
16:01:08 Q 0.01443 -0.00307 122,300
15:52:34 Q 0.014 -0.0035 107,000
15:52:31 Q 0.0135 -0.004 10,000
15:52:28 Q 0.0135 -0.004 110,700
15:52:28 Q 0.0135 -0.004 112,950
15:52:22 Q 0.014 -0.0035 10,000
15:52:12 Q 0.014 -0.0035 10,500
15:28:22 Q 0.015 -0.0025 10,950
14:42:48 Q 0.015 -0.0025 4,000
Scott Sitra is JAWS of Death financing.
Everone that has sent me messages thank you so much for your kind words.
Just doing my civic duty to warn people about cruds like Scott Sitra.
As you all know Scott Sitra is JAWS of DEATH Spiral financing!!
Revere split seems highly likely down the road after JAWS lets the Toxic lenders bash the bid to smitherines.
Yet another filing today giving the toxic lenders more grub and instant profits. Toxic lenders are not bad people. They lent the company money at absurd terms which JAWS agreed upon and are just getting paid back. Terms worse than loan SHARKS but JAWS did agree to their terms
On August 3, 2015 Blue Water Global Group, Inc. (“ Blue Water ”) received a Notice of Conversion in the amount of $12,000 and issued 1,525,957 shares of its common stock, $0.001 par value, at an applicable conversion rate of $0.00825 a share pursuant to the LG Capital Funding, LLC convertible note described in detail the Form 8-K filed with the Securities and Exchange Commission (“ SEC ”) on December 23, 2014.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (date of earliest event reported): August 3, 2014
Blue Water Global Group, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction
of incorporation)
333-174557
(Commission
File Number)
45-0611648
(I.R.S. Employer
Identification Number)
Wellsburg Street #7, Cole Bay, St. Maarten, Dutch West Indies
(Address of principal executive offices and zip code)
Tel: (949) 264-1475, Fax: (949) 607-4052
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule I4a-12 under the Exchange Act (17CFR240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
--------------------------------------------------------------------------------
Forward Looking Statements
This Form 8-K and other reports filed by the Registrant from time to time with the Securities and Exchange Commission (collectively, “ Filings ”) contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, our management as well as estimates and assumptions made by our management. When used in the filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions identify forward looking statements as they relate to our business or our management. Such statements reflect management’s current view of our business with respect to future events and are subject to risks, uncertainties, assumptions and other factors (including the risks contained in the section of our Annual Report filed on Form 10-K entitled “Risk Factors”) relating to our industry, operations and results of operations, and other relevant aspects of our business. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.
Although we believe the expectations reflected in the forward looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements contained within this Form 8-K and elsewhere.
Item 3.02
Unregistered Sales of Equity Securities
LG Capital Funding, LLC (Note 2)
On August 3, 2015 Blue Water Global Group, Inc. (“ Blue Water ”) received a Notice of Conversion in the amount of $12,000 and issued 1,525,957 shares of its common stock, $0.001 par value, at an applicable conversion rate of $0.00825 a share pursuant to the LG Capital Funding, LLC convertible note described in detail the Form 8-K filed with the Securities and Exchange Commission (“ SEC ”) on December 23, 2014.
The remaining principal balance on this note is $38,000.
As of August 4, 2015, Blue Water had 130,060,346 shares of its common stock issued and outstanding.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BLUE WATER GLOBAL GROUP, INC.
Dated: August 4, 2015
By:
/s/ J. Scott Sitra
J. Scott Sitra
President and Chief Executive Officer
2
JAWS OF DEATH TWO. Just when you thought it was safe to go into the water.
Blue Water's Stream Flow Media Investment Receives OTCBB Ticker Symbol
[ACCESSWIRE]
ST. MAARTEN, DUTCH WEST INDIES / ACCESSWIRE / August 3, 2015 / Blue Water Global Group, Inc. (OTCBB/OTCQB: BLUU) announces that Stream Flow Media, Inc. (OTCBB: STMF) received clearance from FINRA on July 31, 2015 for its pending Form 15c2-11 and is now listed on the OTCBB under the ticker symbol "STMF." Blue Water currently owns 20,000,000 shares of Stream Flow's common stock, or approximately 20% of Stream Flow's issued and outstanding shares.
The next step for Stream Flow to become a viable trading public company is for it to apply for DTC Eligibility. DTC Eligibility allows for electronic trading and beneficial ownership of shares of trading companies (ie. buy, sell and hold shares in a brokerage account); no trading market can develop until DTC Eligibility is achieved. All actively traded companies, including Blue Water, are DTC Eligible.
Stream Flow will prepare and file an application for DTC Eligibility after it completes and files its Quarterly Report on Form 10-Q with the Securities and Exchange Commission for the period ended June 30, 2015. It is anticipated that the approval of the DTC Eligibility Application, once filed, will take about two months to complete. Blue Water will provide an additional update regarding Stream Flow's continued development after the application for DTC Eligibility has been filed later this month.
About Blue Water Global Group
Blue Water Global Group, Inc. is a diversified publicly held developer of casual dining restaurant properties and premium distilled spirits. Blue Water is currently developing a chain of casual dining restaurants in popular tourist destinations throughout the Caribbean under the Blue Water Bar & Grill(TM) brand and a line of award winning premium rums which include its Blue Water Ultra Premium Rum(TM) and aged spiced Blue Water Caribbean Gold(TM) Premium Rum. Additionally, Blue Water is engaged in making strategic equity investments in promising businesses that are in the early stages of obtaining their own listing on the OTCBB. For more information, visit www.bluewaterglobalgroup.com.
Certain statements in this release, other than statements of historical fact, may include forward-looking information that involves various risks and uncertainties. There can be no assurance that such forward-looking statements will prove to be accurate. Actual result and future events could differ materially from those anticipated in such statements. These and all subsequent written and oral forward-looking statements are based on the estimates and opinions of management on the dates they are made and expressly qualified in their entirety by this notice. Blue Water Global Group, Inc. ("Blue Water") assumes no obligation to update forward-looking statements should circumstances or management's estimates or opinions change, other than as required pursuant to applicable securities laws. For a description of additional risks and uncertainties, please refer to Blue Water's filings with the Securities and Exchange Commission, including "Risk Factors" in its Annual Report filed on Form 10-K.
Investor Relations
949.264.1475
ir@bluewaterglobalgroup.com
SOURCE: Blue Water Global Group, Inc.
As of March 31, 2015, we had assets totaling $143, which was comprised solely of cash. We had total liabilities of ($89,274), which consisted of a note payable to a related party ($100) and accounts payable of ($89,174). Further, we had no external credit facilities (i.e. bank loans, revolving lines of credit, etc.), nor do we anticipate obtaining any external credit facilities in the immediate future.
-------------------------------------------------------
http://www.sec.gov/Archives/edgar/data/1593470/000159347015000006/sfm_form10q033115.htm
10-Q 1 sfm_form10q033115.htm STREAM FLOW MEDIA, INC. FORM 10-Q (3-31-15) UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 2015
or
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File Number: 333-194482
Stream Flow Media, Inc.
(Exact name of registrant as specified in its charter)
Colorado
(State or other jurisdiction of
incorporation or organization)
46-3073820
(I.R.S. Employer
Identification Number)
401 East Howard St., Bellefonte, PA 16823
(Address of principal executive offices)
Tel: (704) 840-5619, Fax: (503) 907-8052
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or Section 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer ¨ Accelerated Filer ¨
Non-Accelerated Filer ¨ (Do not check if a smaller reporting company) Smaller Reporting Company x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes x No ¨
The number of shares outstanding of the Registrant's common stock, $0.001 par value, as of May 14, 2015, was 101,150,000.
--------------------------------------------------------------------------------
TABLE OF CONTENTS
Item
Page
PART I – FINANCIAL INFORMATION
4
Item 1
Financial Statements
4
Item 2
Management’s Discussion and Analysis of Financial Condition and Results of Operations
15
Item 3
Quantitative and Qualitative Disclosures About Market Risk
35
Item 4
Controls and Procedures
35
PART II – OTHER INFORMATION
37
Item 1
Legal Proceedings
37
Item 1A
Risk Factors
37
Item 2
Unregistered Sales of Equity Securities and Use of Proceeds
37
Item 3
Defaults Upon Senior Securities
37
Item 4
Mine Safety Disclosures
37
Item 5
Other Information
37
Item 6
Exhibits
37
Signatures
38
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Forward-Looking Statements
Certain statements made in this Quarterly Report on Form 10-Q are “forward-looking statements” regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements of the Registrant to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Registrant’s plans and objectives are based, in part, on assumptions involving it continuing as a going concern and executing on its stated business plan and objectives. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Registrant. Although the Registrant believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Quarterly Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Registrant or any other person that the objectives and plans of the Registrant will be achieved.
As used in this Quarterly Report, the terms "we", "us", "our", "Stream Flow", “Registrant”, and “Issuer” mean Stream Flow Media, Inc. unless the context clearly requires otherwise.
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PART I – FINANICAL INFORMATION
Item 1. Financial Statements
STREAM FLOW MEDIA, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
(unaudited)
ASSETS
As of
3/31/15
As of
12/31/14
Current assets:
Cash and equivalents
$
143
$
12,724
143
12,724
Total assets:
$
143
$
12,724
LIABILITIES AND STOCKHOLDERS’ (DEFICIT)
Current liabilities:
Accounts payable
$
89,174
$
63,584
Notes payable (related party)
100
100
Total current liabilities
89,274
63,684
Total liabilities
$
89,274
$
63,684
Commitments and contingencies
-
-
Stockholders’ (deficit):
Preferred stock, $0.001 par value, 1,000,000 shares authorized;
no shares issued and outstanding
-
-
Common stock, $0.001 par value, 500,000,000 shares authorized;
101,150,000 and 101,150,000 shares issued and outstanding, respectively
101,150
101,150
Additional paid-in capital
405,807
402,140
(Deficit) accumulated during the development stage
(596,088)
(554,250)
Total stockholders’ (deficit)
$
(89,131)
$
(50,960)
Total liabilities and stockholders’ (deficit)
$
143
$
12,724
The accompanying notes to the financial statements are an integral part of these statements.
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STREAM FLOW MEDIA, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(unaudited)
For the three months ended March 31
For the period from June 27, 2013 (inception) to March 31, 2015
2015
2014
Revenues, net
$
-
$
-
$
10,000
Cost of revenues
-
-
-
Gross profit
-
-
10,000
Expenses:
General and administrative
65
12
966
Accounting fees
1,000
2,000
6,000
Officer incentive fees
-
-
3,000
Consulting fees
372
-
482,656
Legal fees
40,398
-
113,448
Total expenses
41,835
2,012
606,070
(Loss) from operations
(41,835)
(2,012)
(596,070)
Other income (expenses):
Interest expense
(3)
(3)
(18)
Net other income (expenses)
(3)
(3)
(18)
Provision for income taxes
(3)
-
-
Net income (loss)
$
(41,838)
$
(2,015)
$
(596,088)
(Loss) per common share,
basic and diluted
$
(0.00)
$
(0.00)
Weighted average number of
common shares outstanding,
basic and diluted
101,150,000
100,250,000
The accompanying notes to the financial statements are an integral part of these statements.
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STREAM FLOW MEDIA, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS’ (DEFICIT)
For the period from June 27, 2013 (inception) to March 31, 2015
(unaudited)
Description
Common Stock
Additional
Paid-In
Capital
(Deficit)
Accumulated
During the
Development
Stage
Total
Shares
Amount
Balance, June 27, 2013
(inception)
-
$
-
$
-
$
-
$
-
Issuance of common shares to
directors (founder’s shares)
60,000,000
60,000
(60,000)
-
-
Issuance of common shares to
officers
250,000
250
2,750
-
3,000
Issuance of common shares to
consultants
40,000,000
40,000
440,000
-
480,000
Imputed interest
-
-
5
-
5
Net (loss) for the period
-
-
-
(483,080)
(483,080)
Balance, December 31, 2013
100,250,000
$
100,250
$
382,755
$
(483,080)
$
(75)
Imputed interest
-
-
10
-
10
Issuance of common shares for cash
900,000
900
8,100
-
9,000
Expenses paid by third party
-
-
11,275
-
11,275
Net (loss) for the period
-
-
-
(71,170)
(71,170)
Balance, December 31, 2014
101,150,000
$
101,150
$
402,140
$
(554,250)
$
(50,960)
Imputed interest
-
-
3
-
3
Expenses paid by third party
-
-
3,664
-
3,664
Net (loss) for the period
-
-
-
(41,838)
(41,838)
Balance, March 31, 2015
101,150,000
$
101,150
$
405,807
$
(596,088)
$
(81,131)
The accompanying notes to the financial statements are an integral part of these statements.
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STREAM FLOW MEDIA, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(unaudited)
For the three months ended
March 31,
For the period from
June 27, 2013 (inception) to
March 31, 2015
2015
2014
Cash flows from operating activities:
Net income (loss)
$
(41,838)
$
(2,015)
$
(596,088)
Adjustments to reconcile net (loss) to net cash (used in) operating activities
Common stock issued to executive officer
-
-
3,000
Common stock issued in connection with services provided by consultants
-
-
480,000
Imputed interest on related party loan
3
3
18
Changes in operating assets and liabilities:
Increase (decrease) in accounts payable
25,590
2,000
89,174
Deferred revenue
-
-
-
Net cash (used) in operating activities
(16,245)
(12)
(23,896)
Cash flows from operating activities:
Increase in notes payable to a related party
$
-
$
-
$
100
Issuance of common stock for cash
-
-
9,000
Expenses paid by third party
3,664
-
14,939
Net cash provided by financing activities
3,664
-
24,039
Net increase (decrease) in cash
(12,581)
(12)
143
Cash – beginning of period
12,724
100
-
Cash – end of period
$
143
$
88
$
143
Non-cash investing and financing activities:
Issuance of common shares to directors (founder’s stock)
$
-
$
-
$
60,000
$
-
$
-
$
60,000
Supplemental disclosure of cash flow information:
Interest
$
-
$
-
$
-
Income taxes
$
-
$
-
$
-
The accompanying notes to the financial statements are an integral part of these statements.
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STREAM FLOW MEDIA, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
March 31, 2015
(unaudited)
NOTE 1 – Summary of Significant Accounting Policies
Unaudited Interim Financial Information
The accompanying Balance Sheet as of March 31, 2015, Statements of Operations for the three months ended March 31, 2015 and 2014, and cumulative from June 27, 2013 (Inception) to March 31, 2015, Statement of Stockholder’s (Deficit) for the cumulative period from June 27, 2013 (Inception) to March 31, 2015, and the Statements of Cash Flows for the three months ended March 31, 2015 and 2014, and cumulative from June 27, 2013 (Inception) to March 31, 2015, are unaudited. These unaudited interim financial statements have been prepared in accordance with accounting principles accepted in the United States of America (“GAAP”). In the opinion of the company’s management, the unaudited interim financial statements have been prepared on the same basis as the audited financial statements and included all adjustments necessary for the fair presentation of the Company’s statement of financial position at March 31, 2015 and its results of operations and its cash flows for the period ended March 31, 2015 and cumulative from June 27, 2013 (inception) to March 31, 2015. The results for the period ended March 31, 2015 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2015.
Organization
Stream Flow Media, Inc. (“Company” or “Stream Flow”) was incorporated under the laws of the State of Colorado on June 27, 2013. The Company amended its Articles of Incorporation on December 5, 2013 to increase its authorized capital in preparation of obtaining a listing on the OTC Bulletin Board.
Stream Flow is a development stage gaming and gamification training business focused on developing online gaming and media solutions catering specifically to customer loyalty and retention (“CL&R”) applications, including corporate training solutions. Stream Flow utilizes proprietary technology created by its founder over the past few years to develop applications that are specifically branded towards the client’s business and unique needs. Gregory Galanis, our President and CEO, retains full ownership of this proprietary technology but has exclusively licensed it to Stream Flow at no cost as long as Mr. Galanis is employed by Stream Flow. Applications created using this technology and new technologies currently under development by Stream Flow may be used on mobile devices, social media networks, and web-based platforms. In addition to developing CL&R application for its clients, Stream Flow is also developing its own gaming applications that will be marketed under its own brand.
Basis of Presentation
The accompanying financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“US GAAP”) for financial information and in accordance with the Securities and Exchange Commission’s (“SEC”) Regulation S-X. They reflect all adjustments which are, in the opinion of the Company’s management, necessary for a fair presentation of the financial position and operating results as of March 31, 2015 and for the period June 27, 2013 (inception) to March 31, 2015.
Use of Estimates
The accompanying financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment. Actual results may vary from these estimates.
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Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. As of March 31, 2015 and December 31, 2014, the Company had no cash equivalents.
Investments
The Company accounts for its marketable securities, which are classified as trading securities, in accordance with generally accepted accounting principles for certain investments in debt and equity securities, which requires that trading securities be carried at fair value. Unrealized gains and losses due to changes in fair value as well as realized gains and losses resulting from sales of securities are reported as Other Income/Expenses in the statement of operations. Fair value of the securities is based upon quoted market prices in active markets or estimated fair value when quoted market prices are not available. The cost basis for realized gains and losses is determined on a specific identification basis. As of March 31, 2015 and December 31, 2014, the Company had no investments.
Fair Value of Financial Instruments
ASC 820, “Fair Value Measurements” and ASC 825, Financial Instruments, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:
Level
Description
Level 1
Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3
Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The estimated fair values of the Company’s financial instruments as of March 31, 2015 are as follows:
Fair Value Measurement at March 31, 2015 Using:
Description
3/31/15
Quoted Prices In Active Markets For Identical Assets
(Level 1)
Significant Other Observable Inputs
(Level 2)
Significant Unobservable Inputs
(Level 3)
Assets
Cash and equivalents
$
143
$
143
$
-
$
-
$
143
$
143
$
-
$
-
Liabilities
Accounts payable
$
89,174
$
89,174
$
-
$
-
Note payable to related party
100
100
$
89,274
$
89,274
$
-
$
-
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The estimated fair values of the Company’s financial instruments as of December 31, 2014 are as follows:
Fair Value Measurement at December 31, 2014 Using:
Description
12/31/14
Quoted Prices In Active Markets For Identical Assets
(Level 1)
Significant Other Observable Inputs
(Level 2)
Significant Unobservable Inputs
(Level 3)
Assets
Cash and equivalents
$
12,724
$
12,724
$
-
$
-
$
12,724
$
12,724
$
-
$
-
Liabilities
Accounts payable
$
63,584
$
63,584
$
-
$
-
Note payable to related party
100
100
$
63,684
$
63,684
$
-
$
-
Net Loss per Share Calculation
Basic net loss per common share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per shares is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. During the period June 27, 2013 (inception) to March 31, 2015 the Company had no dilutive financial instruments issued or outstanding.
Revenue Recognition
The Company follows the guidance of FASB ASC Topic 605 for revenue recognition. In general, the Company recognizes revenue when (1) the price is fixed and determinable, (2) persuasive evidence of an arrangement exists, (3) the service has been provided, and (4) collectability is reasonably assured.
The Company generates revenue from two sources: (i) sales of value added features (e.g. purchase of extra lives, status symbols, or entry into competitions with tangible prizes) to its gaming applications and (ii) developing privately branded gamification applications for third party usage and licensing. Revenue from sales of value added features is recognized at the time of the sale and revenues from developing services are recognized when the services are performed, evidence of an arrangement exists, the fee is fixed and determinable, and collectability is probable.
Income Taxes
The Company accounts for income taxes pursuant to FASB ASC 740, Income Taxes. Under FASB ASC 740-10-25, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.
The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws.
Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about its ability to realize the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.
10
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Fiscal Year
The Company elected December 31st for its fiscal year end.
NOTE 2 – Development Stage Activities and Going Concern
The Company is in the development stage and has minimal operations, and as such has devoted most of its efforts since its inception to developing its business plan, issuing common stock, attempting to raise capital, establishing its accounting systems and other administrative functions. Stream Flow utilizes proprietary technology created by its founder over the past few years to develop applications that are specifically branded towards the client’s business and unique needs. Gregory Galanis, our President and CEO, retains full ownership of this proprietary technology but has exclusively licensed it to Stream Flow at no cost as long as Mr. Galanis is employed by Stream Flow. Applications created using this technology and new technologies currently under development by Stream Flow may be used on mobile devices, social media networks, and web-based platforms. In addition to developing CL&R application for its clients, Stream Flow is also developing its own gaming applications that will be marketed under its own brand.
While the management of the Company believes that Stream Flow will be successful in its planned operating and capital formation activities, there can be no assurance that it will be able to successfully execute on either of these or that it will be able to generate adequate revenues to earn a profit or sustain its operations.
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United State of America, which contemplate continuation of the Company as a going concern. The Company has not established a source of revenues sufficient to cover operating costs, and as such, has incurred an operating loss since its inception. Further, as of March 31, 2015, the Company had a total stockholders’ deficit of ($89,131). These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments or classifications that may result from the possible inability of the Company to continue as a going concern.
NOTE 3 – Common Stock
The total number of common shares authorized that may be issued by the Company is 500,000,000 shares with a par value of $0.001 per share.
During the period June 27, 2013 (inception) to March 31, 2015 the Company issued an aggregate of 101,150,000 shares as follows:
Date of Issue
Description of Issuance
Shares Issued
6/27/13
Issuance of Founder’s Shares to founding officer and director
60,000,000
6/27/13 (*)
Issuance of common stock to consultants (non-related) for assistance with early stage development services. These shares were valued at $240,000, or $0.012 per share, based on the value of the services provided.
20,00,000
8/9/13 (*)
Issuance of common stock to Michael Etheredge for joining the Company as a Vice President and Creative Director. These shares were valued at $3,000, or $0.012 per share, based on the value of the services provided.
250,000
12/2/13 (*)
Issuance of common stock to Blue Water Global Group, Inc. (OTCBB: BLUU) for assisting with our efforts and covering all cash expenses associated with the Company’s attempt to obtain a listing on the OTC Bulletin Board. These shares were valued at $240,000, or $0.012 per share, based on the value of the services provided.
20,000,000
11/14/14
Issuance of 900,000 shares for $9,000 cash, or $0.01 per share.
900,000
Aggregate shares issued
101,150,000
(*) – These share issuances for services were issued without any type of clawback provision. As a result the Company expensed the full value of the issuance during the fiscal year ended December 31, 2013.
As of March 31, 2015, the Company had 101,150,000 shares of its common stock issued and outstanding.
NOTE 4 – Preferred Stock
The total number of preferred shares authorized that may be issued by the Company is 1,000,000 shares with a par value of $0.001 per share.
As of March 31, 2015, the Company had no shares of its preferred stock issued and outstanding.
NOTE 5 – Related Party Transactions
As of March 31, 2015, the Company operated out of office space that is being provided to us by our President and Chief Executive Officer, Gregory Galanis, free of charge. There is no written agreement or other material terms relating to this arrangement.
On June 27, 2013 we issued 60,000,000 restricted shares of our common stock, par value $0.001, to our President and Chief Executive Officer, Gregory Galanis, as Founder’s Shares, which were recorded with a net valuation of $-0-.
On August 9, 2013 we issued 250,000 restricted shares of our common stock to Michael Etheredge for joining Stream Flow as its Vice President and Creative Director in lieu of cash. These shares were valued at an aggregate of $3,000, or $0.012 per share, based on the value of the services provided.
On December 2, 2013 we issued 20,000,000 restricted shares of our common stock to Blue Water Global Group, Inc. in lieu of cash. These shares were valued at an aggregate of $240,000, or $0.012 per share, based on the value of the services provided.
As of March 31, 2015, Blue Water had paid $14,939 in expenses on behalf of the Company related to its effort to obtain a listing on the OTC Bulletin Board. These expenses were included in the financial statements under Additional Paid-In Capital.
As of March 31, 2015, the Company had a note payable to a related party stockholder in the amount of $100. This note is payable on demand and is non-interest bearing. As of March 31, 2015 this note payable had accrued $18 in imputed interest that has been recorded in the financial statements as additional paid-in capital.
NOTE 6 – Recent Accounting Pronouncements
In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 has not had a material impact on the Company’s financial position or results of operations.
In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:
·
Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and
·
Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.
The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 has not had a material impact on the Company’s financial position or results of operations.
In July 2013, FASB issued ASU No. 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists." The provisions of ASU No. 2013-11 require an entity to present an unrecognized tax benefit, or portion thereof, in the statement of financial position as a reduction to a deferred tax asset for a net operating loss carryforward or a tax credit carryforward, with certain exceptions related to availability. ASU No. 2013-11 is effective for interim and annual reporting periods beginning after December 15, 2013. The adoption of ASU No. 2013-11 is not expected to have a material impact on the Company’s Financial Statements.
On June 10, 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-10, which eliminates development stage reporting requirements under FASB ASC 915, as well as amends provisions of existing variable interest entity guidance under ASC 810. Additionally, the ASU indicates that the lack of commencement of principal operations represents a risk and uncertainty and, accordingly, is subject to the disclosure requirements of FASB ASC 275. As a result of the changes, existing development stage entity presentation and disclosure requirements are eliminated. The presentation and disclosure changes to
11
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FASB ASC 915 are effective for public entities for annual periods beginning after December 15, 2014, and the revisions to the consolidation standards are effective for annual periods beginning after December 15, 2015. The Company has not adopted these provisions and continues to follow development stage reporting requirements.
In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments in this ASU change the criteria for reporting discontinued operations while enhancing disclosures in this area. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. Those strategic shifts should have a major effect on the organization's operations and financial results and include disposals of a major geographic area, a major line of business, or a major equity method investment. The new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. Additionally, the new guidance requires disclosure of the pre-tax income attributable to a disposal of a significant part of an organization that does not qualify for discontinued operations reporting. The amendments in the ASU are effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2014. Early adoption is permitted. The Company is currently evaluating the impact of this pronouncement.
In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern. The new standard requires management of public and private companies to evaluate whether there is substantial doubt about the entity’s ability to continue as a going concern and, if so, disclose that fact. Management will also be required to evaluate and disclose whether its plans alleviate that doubt. The standard requires management to evaluate, for each reporting period, whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. The new standard is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted. The Company does not expect the adoption of the ASU to have a significant impact on our consolidated financial statements
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial statements.
NOTE 7 – Subsequent Events
No other material events or transactions have occurred during this subsequent event reporting period which required recognition or disclosure in the financial statements.
[This space intentionally left blank]
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
We are a development stage corporation with only limited early stage operations. Our independent registered public accounting firm has issued a going concern opinion in their audit report dated April 6, 2015, which can be found in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on April 6, 2015. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next 12 months. Accordingly, we must raise additional cash from sources other than operations.
To meet our need for cash we are continually exploring new sources of financing, including raising funds through an ongoing registered public offering, a private placement of securities and/or loans. If we are unable to secure additional financing, we will either have to suspend operations until we do raise the cash or cease operations entirely.
The following discussion should be read in conjunction with our financial statements and the notes thereto and the other information included in this Quarterly Report as filed with the SEC on Form 10-Q.
Limited Operating History; Need for Additional Capital
There is limited historical financial information about us upon which to base an evaluation of our performance. We remain a development stage business in the early stage of operations. We cannot guarantee that we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns, such as increases in marketing costs, increases in administration expenditures associated with daily operations, increases in accounting and audit fees, and increases in legal fees related to filings and regulatory compliance.
To become profitable and competitive, we need to raise sufficient funds from this offering to (i) acquire new computer hardware and developer software licenses, (ii) expand into larger offices with more advanced communications systems, and (iii) commence actively marketing our products and services. We anticipate relying on equity sales of our common stock in order to continue to fund our business operations until we are able to generate sufficient revenues to cover our operating expenses, which may never happen. Issuances of additional shares will result in dilution to our then existing stockholders. There is no assurance that we will be able to make any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities. We may also rely on loans from our officers, sole director or outside shareholders. However, there are no assurances that any of these sources will provide us with any additional funds.
Currently, we do not have any arrangements for additional financing. We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop, or expand our operations. Equity financing could result in additional dilution to existing shareholders.
Overview of Our Business
We were incorporated on June 27, 2013 in the State of Colorado. We are a development stage gaming and gamification training business focused on developing online gaming and media solutions catering specifically to customer loyalty and retention (“CL&R”) applications, including corporate training solutions. Stream Flow utilizes proprietary technology created by its founder over the past few years to develop applications that are specifically branded towards the client’s business and unique needs. Gregory Galanis, our President and CEO, retains full ownership of this proprietary technology but has exclusively licensed it to Stream Flow at no cost as long as Mr. Galanis is employed by Stream Flow. Applications created using this technology and new technologies currently under development by Stream Flow may be used on mobile devices, social media networks, and web-based platforms. In addition to developing CL&R application for its clients, Stream Flow is also developing its own gaming applications that will be marketed under its own brand.
Gaming and Gamification
Gamification is the application of game mechanics into non-game activities and processes aimed at prompting specific behaviors while simultaneously influencing and motivating diverse groups of people. From a business perspective, gamification provides for the integration of game mechanics and dynamics into a website, online community, business application, content portal, marketing campaign, or even specific internal business processes.
Through the incorporation of gamification technologies into its business processes, a company can more deeply connect and motivate or capitalize its customers and/or employees to inspire them to participate, collaborate, and better interact in the target activity or community. In particular, a compelling, dynamic, and sustained gamification experience can be relied upon to achieve any number of desired business goals such as:
·
Improving customer loyalty;
·
Enhancing worker productivity;
·
Driving new sales initiatives; and
·
Training employees in new business processes.
Gamification is essentially a set of rules and rewards that are used to “gamify” basic actions, processes, and control mechanisms to successfully prompt the user to undertake certain action or activity. Through gamification a company can make an ordinary (and often times tedious) activity or process into a compelling and engaging experience for the user, thereby prompting an emotional response that encourages the user to complete a certain action, whether it is becoming a repeat customer, voluntarily providing personal demographic data, or learning a new business process. To achieve these results Stream Flow utilizes the following game mechanics and game dynamics.
Game Mechanics
Game mechanics are essentially the building blocks used to gamify a website, process or application. They can be used either individually or together to create a positive user experience. Some of the various game mechanics used by Stream Flow are:
·
Reward Points. Reward points are something people love to earn, which makes them incredible behavioral motivators. Reward points can be earned across various platforms and in all industries. Depending on how the system is gamified, reward points can be used as status indicators, can be used to access locked content, or “spent” on various prizes or awards. Earning reward points can significantly impact user behavior even though the reward points themselves have no monetary value. Simply put, people want to be rewarded and feel like they’ve gained something for nothing.
·
Levels and Badges. Levels or badges are typically used in conjunction with reward points and can signify “elite” status or other such milestones indicating an achieved goal by the user which is perceived and envied by others. Higher levels, such as those in frequent flyer programs, can suggest a higher level of respect and service and can be born as evidence of an accomplishment that others have not mastered or achieved, much like a scout’s merit badge. Levels are often demarked by preset reward thresholds, so that users can automatically go up a level based on participation, commonly referred to as “leveling up”.
·
Challenges. Challenges provide users with a predefined mission to accomplish and, once accomplished, are rewarded for doing so. A well designed challenge provides the user with a clear goal and by achieving that goal they feel justly rewarded. In general the challenges are based on the user successfully completing the challenge by acquiring enough reward points to meet certain levels. Each milestone level achieved results in some form of reward to the user.
·
Virtual Goods. In a gaming economy, users need to be able to use their reward points thereby creating an incentive to earn even more reward points. To this effect, users can “spend” their reward points on virtual goods reflecting their own individual personalities in the online virtual community such as clothing, automobiles, weapons, etc. Outside of a virtual online community, reward points can also be spent on tangible merchandise such as free travel, free meals, gift certificates, etc. at very little cost to the sponsoring business.
·
Leader Boards. The most successful gaming environments usually have a high score list. Through this high score list other users are often inspired to do more to earn more reward points and higher levels. Plus, it is a public forum that allows users to compare themselves against their unknown competitors. In short, leader boards can be used to track and publicly display desired actions while creating competition to drive the users to complete additional desired actions.
·
Competitions. Competitions can encourage your users to a challenge, either singularly or against other users, to achieve a desired action. A competition could be as simple as “buy five coffees from five separate stores within a week and get your next free coffee” or “the winner of the September frequent flyer competition gets a free round-trip to Hawaii”. The desire to win can drive the user into the desired action.
Game Dynamics
From a psychological perspective, people in general have fundamental desires for reward, achievement, self-expression, competition, and altruism. Successful game designers have addressed these human desires within gaming environments for years. Gamification takes these game dynamics one step further by including them within a business website, application, service, or process in order to drive the user’s behavior by satisfying one or more of the following desires:
·
Reward. In general people are motivated by rewards, whether the reward has monetary value or not. Hence, a reward earned after a certain action or behavior has the intent to cause the user to repeat that same action or behavior again. Through gamification, user actions or behaviors – even the most tedious and undesirable – can be targeted and achieved through various game mechanisms. As a result of the reward and promise of future rewards, the user is more likely to perform the same desired action or behavior again and again, regardless of how tedious or undesirable it may be to perform.
·
Instant Gratification. Immediate feedback and response to user actions can encourage the user to continue or adjust their activities to pursue a higher level or more reward points, thereby driving the user to continue performing the desired action or behavior.
·
Status. Most people have a strong desire for status, recognition, fame, prestige, attention, and the respect of others – and are often times jealous of those who have achieved it. All of the underlying elements of game mechanics cater to these desires, particularly through levels and achieving “elite” type status.
·
Achievement. Many people are motivated by a need to achieve and, ultimately, win. Users can be motivated through challenges and goals that require them to accomplish something through prolonged and repeated efforts. Upon reaching their goal, the user is rewarded by being granted the status and public recognition of their achievements.
·
Onboarding. When faced with something new and potentially daunting many people will either quit or lose interest quickly. Onboarding provides an engaging and compelling method to learn or tackle a new task. Gamification teaches the user by doing; the larger goal or task is broken into its smaller goals or tasks, which are more easily mastered by the user, thereby keeping them encouraged to continue pursuing the desired action or behavior.
·
Self-Expression. People naturally seek out opportunities to express their individuality and uniqueness, whether it is showing off their sense of style, identity, personality or group affiliation. The use of virtual goods can enable a user to fulfill this desire, whether the virtual goods are obtained through reward points, received as gifts, or purchased directly; the user’s virtual avatar can act as a focal point for expression.
·
Competition. At heart most people are competitors and can be motivated through competition. Higher levels of individual performance can often be achieved in a competitive environment where the winner is rewarded. People can gain satisfaction by comparing their individual performance against that of others. While all aspects of game mechanics provide varying degrees of competition, the use of a leader board fuels elevated levels of competition. Most gaming environments provide a “top ten” list and publicly display new levels achieved, rewards earned, and challenges met; users in general can be motivated to greater extents to undertake the desired action or behavior.
·
Altruism. Giving gifts is a strong motivator and retention device in a community where people seek to foster and maintain relationships. Because all gifts are not created equal, motivated gift givers will seek out more valuable forms of expression, either through money or time spent earning or creating the gift. Through gamification, receiving a gift from someone pulls you further into the game and incentivizes you to send gifts to your friends, thereby creating a never ending loop of bigger and bigger gift giving. This element of altruism can act as a powerful retention device.
Gamification for Business
Engagement builds lasting relationships, propels business objectives, and drives overall business success. When people participate and engage they learn about the underlying business, its products, its services, and get to know the brand. From there they are apt to introduce the business and its products to friends, family and other associates. Through engagement they become customers and, more importantly, repeat customers. Regardless of the industry, repeat customers are the backbone to any business. Gamification can drive participation and engagement of any kind. The following examples are just a few:
·
Watching videos;
·
Listening to audio;
·
Viewing photographs;
·
Opting in to e-mail communications;
·
Creating website content;
·
Answering demographic questions;
·
Purchase a product or service;
·
Taking voluntary quizzes;
·
Providing and searching for information;
·
Sharing personal information;
·
Rating products or services;
·
Reading articles and content;
·
Voting on content provided by other users;
·
Participating in ongoing discussions and dialogues;
·
Learning a new skill;
·
Visiting affiliated websites; and
·
Participating in voting polls.
Driving Game Participation
Gamification is all about statistics and their application. By capturing statistics, sharing standings, and rewarding desired accomplishments, gamification can be used to drive continuous and extended participation in the desired action or behavior. Even though users may lose their initial excitement to the game (or activity), each subsequent foray becomes an entry into a larger gaming world that creates a new level of desire to make return visits with the purpose of achieving new goals and higher levels.
For example, if the same two people play same game against each other every day for a week – any game – it will quickly grow boring. However, if they were to capture and display the statistics of the game play such as how many times each person won, how many dollars or points each had won on winning hands/games, which hands/events were the most profitable, and so forth then the overall experience would be enhanced significantly and the next round would become more interesting. Thus, through the collection and use of statistics it is possible to create an entirely new level of experience and prompt users to continue pursuing the desired action and behavior.
The Potential for Gamification
Because at its core gamification is a method for influencing and motivating the behavior of the user, whether the user is a customer, employee, student, patient, or so on, it can be successfully utilized and implemented by any business in any industry. Wherever people are involved, particularly people that need to be motivated to perform a certain action or behavior, gamification can be used to motivate or incentivize the desired actions or behaviors. Such real world practical applications include, among others:
·
Sales personnel and channel partners can be incentivized to grow revenues and focus on higher margin product mixes via competition and other challenges;
·
Customers can be challenged to purchase an higher value fare, stay a night longer than needed, or buy a more expensive product to the reward points necessary to reach the next level;
·
Employees can be motivated to pursue additional training initiatives that result in enhanced knowledge that makes them more valuable to the business;
·
Patients and health insurance customers can be incentivized to adopt and maintain healthier lifestyle choices that can lead to extended lives and reduced healthcare costs; and
·
Call centers and customer support organizations can be motivated to deliver superior customer service and customer experiences through improved wait times, customer feedback mechanisms, and other critical statistical metrics.
The Three Tier Approach
Stream Flow is a gaming and gamification company taking a three tiered approach to our industry. We believe in making our products fun, educational and, ultimately, a little addictive with the end result making the user want to come back again and again to pursue the desired action or behavior. The three tiers to Stream Flow’s business model are:
·
Private Label Games;
·
CL&R Games; and
·
Gamification Training.
Private Label Games. These are games Stream Flow will provide directly to the user, whether through download from various App stores (e.g. iTunes, Google Play, etc.), Facebook, or PC download. The result is more ways to play. For the user more ways to play translates into more chances to achieve the desired goal or win. Since these games will be free to download, anyone can play them at any time.
Customer Loyalty and Retention (“CL&R”) Games. CL&R games are privately branded and licensed products we will develop for third-party businesses. These games will also be free to users and available on a variety of platforms, depending on the client’s needs and budget. Each will be branded specifically for the client which will pay Stream Flow either an ongoing royalty or a one-time license and development fee. For example, if the client operated coffee shops they might request us to build a game where users would have to guess the ingredients in their drinks. For each correct answer the user would receive points. The more points the user received, the higher up the leader board they rank. At the end of the week, the highest scoring player might get a free cup of coffee or a free gift card.
Gamification Training. Gamification training utilizes the encouragement and reward aspects of game mechanics and game dynamics to promote employees to achieve certain desired goals. For example, if the coffee shop in the example above wanted to teach the barista the recipes to make drinks Stream Flow could gamify that task. The barista could “play” her way to learning the ingredients in the drinks, thereby turning a tedious and difficult task into something fun and rewarding. As an employee, the barista has more confidence in her job because she’s already proven to herself that she knows what goes in the various drinks and the business wins because it significantly reduces, if not eliminates, the cost of having a manager or trainer spending days training the barista on how to make the different drinks. In the end it is a win-win situation for everyone involved with improved employee morale and retention, enhanced overall productivity and reduced waste, and higher margins for the underlying business.
How Stream Flow Brings Gamification and Technology Together
Stream Flow was founded after a significant amount of research was completed pertaining to the formation and proposed execution of its business model. It is the opinion of Stream Flow’s management that Stream Flow’s approach in combining mobile smart phone game mechanics with customer loyalty and retention campaigns is unique and marketable to any company that strives to capture and retain the attention of their current and future customers.
Mobile gaming applications being developed for smart phone users are an everyday way of life for a significant number of people, of all age groups, worldwide. Having an inherently addictive component built into each of the popular games, such as Temple Run and Bejewelled, makes these applications even more attractive.
Stream Flow’s business model of combining mobile game development with a prospective customer brand, allows us to maximize the value of the recurring customer interaction strategy built into our business plan. We envision users of our applications logging into the games through their smart phones and playing the games in exchange for earning points based on their performance. Throughout their entire game play session, the user would be presented with branded merchandise or services which our customer wants to promote.
In essence, the purpose to the game would be to attract customers to play the game, to earn and collect points, which can then be redeemed for in store prizes and giveaways specific to that brand. By combining the repetitive nature of gaming with customer loyalty, it is our belief that the relationship between our customer and their clients can be maximized significantly over a much longer period of time.
Research has shown that the more familiar a customer is with a brand, the more loyal they become to it. Stream Flow’s business plan promotes this strategy, and will integrate these mechanics into all its third party development engagements and in-house applications.
Products and Services
Stream Flow develops gaming products across multiple platforms, including:
·
Mobile (Apple’s iOS and Google’s Android);
·
Social Media (Facebook and Google+); and
·
PC (downloadable and browser based).
The following is a list of products and services that Stream Flow is currently marketing to prospective customers. Each product and service ties into Stream Flow’s objective of maximizing the value of a brand by implementing gamified applications to promote customer loyalty and retention.
Product
Description
StreamPlay is an online casual gaming web portal developed and operated by Stream Flow. It is currently in beta testing. Users are able to log in, register for a free account, and play up to five different games during a 24 hour period. Presently all of the games available through StreamPlay can be played using any web browser. Future versions of StreamPlay will include being able to play each of the games on a mobile smart phone. In addition to playing the games, users can invite their friends to join through social media accounts to compete for points. Users can play each of the games and collect points each time they win. At the end of the week, StreamPlay announces the top point earner, and posts the results on a leaderboard. Future versions of StreamPlay will include real-time leaderboards and allow users to upgrade to a premium account that will cost a nominal monthly membership fee, but will allow users to compete for prizes and giveaways, based on their game play performance. Sources of revenue from StreamPlay will be derived from in-game advertising and sponsorship based promotions, as well as premium monthly membership fees once that feature is implemented. StreamPlay is currently being marketed online through zero-cost venues, such as social media invitations on Facebook and Twitter.
StreamPlay can be found online at:
http://games.streamflowmedia.com/
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Service
Description
An engaging and compelling way to learn. StreamFlow Engage trains users to learn as they play. Users learn by doing; simple missions help new users become engaged immediately as they master basic tasks, rather than being stumped by an unfamiliar interface or a detailed manual. In the retail environment, this promotes brand recognition and further engagement by the end-user.
StreamFlow Social raises the stakes for accomplishing a goal by showing users how they compare to others, as individuals or in teams. StreamFlow Social encourages competition with time-based, team and individualized leaderboards, and helps users by encouraging them to ask, “Where do I rank?” or “How can I overtake my closest competitor?”
StreamFlow Connect allows users in a group to accomplish larger tasks, to drive competition and to encourage knowledge sharing. StreamFlow Connect shows team members how they are contributing to the group’s success and builds upon the psychological theory that no one wants to let down their team members and/or friends, even if they are only “virtual friends or teammates.”
Short- or long-term missions or challenges give users a purpose for interaction while educating them about what is valued and possible within the experience. StreamFlow Boost reinforces brand awareness and encourages returning customers to share their experiences with potential future customers.
Evidence of accomplishments or mastery of a skill is especially meaningful within a community that understands its value and underlying meaning. StreamFlow Energize is used to identify skills and expertise within a group while providing the end-user a sense of accomplishment and pride.
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In-House Games Under Development
The following is a list of games that Stream Flow is currently developing as “in-house” games. The following two titles are owned exclusively by Stream Flow and will be marketed independently of our other products and services listed above. Both game titles are currently under development and slated for release later in the Summer of 2014. Stream Flow estimates it needs approximately $50,000 to complete the development and launch a marketing campaign for both of these games.
In-House Games (In Development)
Description
Zookerd is being developed as a first-person “racer” simulation that allows users to collect tokens as their character weaves through obstacles that intensify in speed and difficulty. Users will have the ability to upgrade their characters’ abilities by purchasing life lines, boosts in energy or tools to assist them in their game-play. Zookerd will be free to download and play, but upgrades will cost users a small fee. Zookerd will be available for download through Apple’s AppStore and Google Play for Android based mobile devices.
Pummel is being developed as a “falling block” simulation allowing users to match identical colored objects as they fall into the users’ game screen. Randomly generated objects will increase and decrease in rate of speed and position as the user attempts to place them in strategic position. The more objects placed in the right order, the more points a user collects. The objective of Pummel will be to accumulate the most points, and therefore rank highest on the leaderboard. Competitive community game-play is the key objective to Pummel. Future add-ons will include the ability to compete in a “premium” prize-based leaderboards in which payment will be required. Pummel will be free to download until a significant user base has been retained. The “premium” leaderboard functionality will be introduced at that time, and is how the game itself will generate revenue for Stream Flow. Pummel will be available for download through Apple’s AppStore and Google Play for Android based mobile devices.
Competition
We face formidable competition in every aspect of our business. The success or failure of our business will depend largely upon the ability of our management to create fun and exciting new products while attracting a sufficient number of new clients which will allow us to generate sufficient revenues to become profitable.
We will be competing against better established competitors with substantially greater financial resources and a longer history of operations. Our competitors’ resources and market presence may provide them with advantages in marketing, purchasing and negotiating leverage. Some of our competitors include:
·
Blizzard Entertainment, Inc., a division of Activision Blizzard, Inc. (NASDAQ: ATVI);
·
Electronic Arts, Inc. (NASDAQ: EA);
·
Bunchball, Inc. (www.bunchball.com);
·
Mindspace, Inc. (www.mindspace.net); and
·
Badgeville, Inc. (www.badgeville.com).
In addition to the competitors listed above, we will be competing with other competitors presently not known to us or, possibly, not even formed yet.
How Stream Flow is Different From Its Competitors
Most game development companies that exist in the marketplace today focus their efforts on developing applications that they market exclusively under their own label. The capital they spend on developing an application and marketing it, in some instances, runs into the multi-million dollar arena.
Our business model differs from this completely. Our approach to development is geared more towards white-label development services, in which we develop mobile games for smart phones on behalf of customers who have no ability to complete this task in-house. In addition, our business model is structured to combine customer loyalty, retention and engagement with mobile gaming.
To our best knowledge, no other company has combined these two areas into one package. It is our belief that Stream Flow’s approach to developing mobile gaming applications that promote recurring customer interaction with a targeted brand is an innovative approach which companies would use to maximize the value of their existing marketing campaigns.
As this area of our business matures, and revenues have been maximized to allow us to build more of our own in-house gaming applications, our business model will still differ from those of existing competitors. Instead of focusing on one-off application development that depends on users purchasing the game in order to play it, Stream Flow’s business model will revolve around allowing users to download and play the game for free. The game will allow for premium memberships to be purchased that will allow those users to access the premium leaderboards in which prizes and giveaways will be awarded to top point earners.
By implementing this approach, we believe that a significant number of users can be attracted to play the game, and can be transitioned into paying monthly membership customers over a shorter period of time. With the advent of social media becoming so relevant in today’s society, people of all age groups connect and interact through these venues. We anticipate our users will invite their friends and family to join them in playing the games that we develop.
Given the competitive nature of the games we intend to develop, and the potential for rewards to be earned through performance based game play, we anticipate a large number of users to join as members.
We believe that our industry is growing fast enough that we will be able to compete successfully against our competitors with our existing products and services. However, it is important to note that the technology marketplace in general is always evolving and expanding with new competitors continuously innovating better technologies that could eventually outperform our then offered products and services or, worse, possibly render them obsolete.
Plan of Operation
We were incorporated on June 27, 2013 in the State of Colorado. We are a development stage gaming and gamification training business focused on developing online gaming and media solutions catering specifically to customer loyalty and retention (“CL&R”) applications, including corporate training solutions. Stream Flow utilizes proprietary technology created by its founder over the past few years to develop applications that are specifically branded towards the client’s business and unique needs. Gregory Galanis, our President and CEO, retains full ownership of this proprietary technology but has exclusively licensed it to Stream Flow at no cost as long as Mr. Galanis is employed by Stream Flow. Applications created using this technology and new technologies currently under development by Stream Flow may be used on mobile devices, social media networks, and web-based platforms. In addition to developing CL&R application for its clients, Stream Flow is also developing its own gaming applications that will be marketed under its own brand.
It is important to note that we are a development stage business. As of the date of this prospectus, we had nominal assets and early stage business activities. Our business plan, which is outlined in this prospectus, is something we are in the process of pursuing. No assurances can be given that we will ever be able to fully implement this business plan or, if fully implemented, it will be successful.
The projected costs and other related expenses in our business plan are estimates made by our management and our actual costs may differ significantly.
In addition to the foregoing, and unless otherwise noted, all of the cost estimates and forecasts throughout this prospectus and business plan are mere estimates made by our management. Our actual costs related to developing and operating our business may differ significantly from our estimates contained in our business plan, which could have a negative impact on our overall business, cause our business to fail, and result in you losing all of your investment.
Proprietary Technology
Over the course of the past few years Gregory Galanis, our President and CEO, independently created the proprietary technology currently used by Stream Flow to develop its products and services. Through a Technology Licensing Agreement Mr. Galanis allows Stream Flow the exclusive use of and rights to this technology to develop its products and services.
Under the terms of this Technology Licensing Agreement, Stream Flow may create and sell (or give away) an unlimited number of products and services based on this technology at no cost to Stream Flow. However, Stream Flow cannot sell, assign, rent, lease, or in any way transfer this license or its underlying technology to any third-party. It is for use by Stream Flow exclusively as long as Mr. Galanis remains an employee of Stream Flow and both parties agree to continue using the technology in Stream Flow products and services. Mr. Galanis retains all rights and ownership of this technology and can terminate this Technology Licensing Agreement at any time without recourse.
Additionally, the other technology (software and hardware) currently utilized by Stream Flow to develop its products and services also belongs to Mr. Galanis personally. Should Mr. Galanis no longer remain involved with Stream Flow, then Stream Flow would lose its ability to create new products and services since Mr. Galanis controls and owns all of the technology presently used by Stream Flow to develop its products and services. In such an event Stream Flow would be dealt a significant setback and would most likely not be able to affordably replace or replicate the technology owned and licensed by Mr. Galanis and could force us to go out of business whereby you would lose your entire investment.
Proposed 12-Month Milestones
The following milestones are based on estimates made by our management team. The working capital requirements and the projected milestones are approximations and are subject to adjustments. Our initial baseline budget is based on receiving financing of at least $125,000 executing on the following milestones. Presently we do not have any source of financing available to us and are continuing to explore various methods and sources of financing. Upon securing sufficient financing we plan to complete the following proposed milestones:
Months 0-4 ($50,000)
·
Secure office space sufficient for up to four full-time employees;
·
Install fiber-optic and VoIP (Voice Over IP);
·
Hardware purchase and installation;
·
Acquire Unity 3D software license; and
·
Acquire 3D Studio Max software license.
Months 4-8 ($40,000)
·
First game title complete;
·
Begin publishing to App Store and Google Play;
·
Commence online marketing campaign to promote first game title;
·
Beta test second game title; and
·
Hire an additional Unity developer.
Months 8-12 ($35,000)
·
Complete development of second game title, and hire an additional Unity programmer;
·
Publish new game title to App Store and Google Play; and
·
Commence marketing campaign of new game title.
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Breakdown of Proposed Milestone Capital Expenditures
Description
Amount ($)
Office Lease
$
15,000
Communications (Internet, phone, etc.)
12,000
Computer Hardware
20,000
Software Licenses
15,000
Product Development
50,000
Sales and Marketing
13,000
$
125,000
Note: The amounts allocated to each of the milestones above are subject to change without notice. Our planned milestones are based on our management’s estimated amount of time to complete each milestone once we have secured adequate financing to begin working towards achieving these milestones. Any estimated amounts not expended completely in each of the milestones above will be held in reserve as working capital and subject to reallocation as required for ongoing operations.
Long-Term Plan (5 Years)
Building upon the projected milestones above, our longer term vision is built around a disciplined growth strategy to achieve the following long-term projected budgets and goals:
Year 2 ($500,000)
·
Secure larger office space;
·
Hire additional Unity developers and graphic designers;
·
Develop third game title;
·
Publish new game title to App Store and Google Play; and
·
Commence marketing campaign to generate awareness of the new game.
Description (Year 2 Capital Expenditures)
Amount ($)
Office Lease
$
45,000
Communications (Internet, phone, etc.)
20,000
Engineering Staff
150,000
Graphic Design and Animation Staff
125,000
Computer Hardware
40,000
Software Licenses
20,000
Sales and Marketing
100,000
$
500,000
Year 3 ($1,500,000)
·
Secure Xbox and PlayStation publishing rights;
·
Hire additional developers to begin the development of fourth game title;
·
Upgrade our Unity license to include cross-platform publishing for Xbox and PlayStation;
·
Complete development of fourth game title; and
·
Initiate a marketing campaign to include television sponsorship advertisements on mainstream networks to promote the game.
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Description (Year 3 Capital Expenditures)
Amount ($)
Office Lease
$
45,000
Communications (Internet, phone, etc.)
45,000
Engineering Staff
500,000
Graphic Design and Animation Staff
375,000
Computer Hardware
120,000
Software Licenses
65,000
Sales and Marketing
350,000
$
1,500,000
Year 4 ($1,500,000)
·
Hire additional developers;
·
Develop a fifth game title;
·
Purchase additional licenses and game development assets from Unity; and
·
Complete development of fifth game title and initiate a marketing campaign to include television sponsorship advertisements on mainstream networks to promote the game.
Description (Year 4 Capital Expenditures)
Amount ($)
Office Lease
$
45,000
Communications (Internet, phone, etc.)
45,000
Engineering Staff
500,000
Graphic Design and Animation Staff
375,000
Computer Hardware
120,000
Software Licenses
65,000
Sales and Marketing
350,000
$
1,500,000
Year 5 ($1,500,000)
·
Hire additional developers;
·
Develop a sixth game title;
·
Commence a marketing campaign to include television sponsorship advertisements on mainstream networks to promote the game;
·
Launch of the Stream Flow Developer Network (SFDN), an alliance between the company and third party game developers from around the world, which would act as a platform to allow indie game developers to publish games they have created on our network and to earn a percentage of the sales their games generate.
Description (Year 5 Capital Expenditures)
Amount ($)
Office Lease
$
45,000
Communications (Internet, phone, etc.)
45,000
Engineering Staff
500,000
Graphic Design and Animation Staff
375,000
Computer Hardware
120,000
Software Licenses
65,000
Sales and Marketing
350,000
$
1,500,000
Sales and Marketing
Sales of Stream Flow products and services will be facilitated through direct marketing methods to corporate clients and general marketing methods for Stream Flow branded products and services.
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Direct Marketing
We intend to use a direct marketing model to attract corporate clients. Initially we anticipate that our first corporate clients will be secured through our current management by utilizing their existing network of clients, friends and business associates. We began marketing to these contacts during the last quarter of the fiscal year ended December 31, 2013.
New sales leads will be generated from cold-calling, telemarketing to specific market segments, trade shows, and personal introductions and referrals. Initial contact with a new sales lead will include an introduction to the management team, an overview of Stream Flow’s background and capabilities, and detailed discussions of products and services we offer, including a demonstration of the existing (mock and/or live) demonstration model as well as a customized sales presentation geared towards the prospect’s market segment and corporate needs.
Follow-up and qualification will take place once a determination of the prospect’s need(s) have been established (e.g. CL&R or employee training). At which time a member of the sales team will have a follow up meeting with the prospect again to show them a mock-up demonstration and negotiate pricing, which is anticipated to range from $10,000 to $100,000 or more, depending on the complexity of the final product and service being offered.
General Marketing
We intend to use a more general approach to marketing for our own internally developed games and products. This will include making the games available on a variety of application distribution channels, including Apple’s iTunes and Google Play. Stream Flow will also utilize social network and media websites (e.g. Facebook, Google+, etc.), pay-per-click advertising and traditional marketing avenues (e.g. print, radio, and, possibly, television), for its own internally developed games and products.
Financing
We are presently seeking additional sources of capital necessary for us to achieve our stated business objectives and meet our projected expenditures over the next 12 months. However, we can provide no assurances that any such financing can be obtained or, if obtained, on terms favorable to us. If we are unable to generate profits or unable to obtain additional funds to meet our working capital needs, we may need to cease or curtail our business operations. Further, there is no assurance that the net proceeds from any successful financing arrangement will be sufficient to cover our projected expenditures over the next 12 months.
Jumpstart Our Business Startups Act
In April 2012, the Jumpstart Our Business Startups Act ("JOBS Act") was enacted into law. The JOBS Act provides, among other things:
·
Exemptions for emerging growth companies from certain financial disclosure and governance requirements for up to five years and provides a new form of financing to small companies;
·
Amendments to certain provisions of the federal securities laws to simplify the sale of securities and increase the threshold number of record holders required to trigger the reporting requirements of the Securities Exchange Act of 1934;
·
Relaxation of the general solicitation and general advertising prohibition for Rule 506 offerings;
·
Adoption of a new exemption for public offerings of securities in amounts not exceeding $50 million; and
·
Exemption from registration by a non-reporting company of offers and sales of securities of up to $1,000,000 that comply with rules to be adopted by the SEC pursuant to Section 4(6) of the Securities Act and exemption of such sales from state law registration, documentation or offering requirements.
In general, under the JOBS Act a company is an emerging growth company if its initial public offering ("IPO") of common equity securities was effected after December 8, 2011 and the company had less than $1 billion of total annual gross revenues during its last completed fiscal year. A company will no longer qualify as an emerging growth company after the earliest of:
(i)
the completion of the fiscal year in which the company has total annual gross revenues of $1 billion or more,
(ii)
the completion of the fiscal year of the fifth anniversary of the company's IPO;
(iii)
the company's issuance of more than $1 billion in nonconvertible debt in the prior three-year period, or
(iv)
the company becoming a "larger accelerated filer" as defined under the Securities Exchange Act of 1934.
The JOBS Act provides additional new guidelines and exemptions for non-reporting companies and for non-public offerings. Those exemptions that impact the Company are discussed below.
Financial Disclosure. The financial disclosure in a registration statement filed by an emerging growth company pursuant to the Securities Act of 1933 will differ from registration statements filed by other companies as follows:
(i)
audited financial statements required for only two fiscal years;
(ii)
selected financial data required for only the fiscal years that were audited; and
(iii)
executive compensation only needs to be presented in the limited format now required for smaller reporting companies. (A smaller reporting company is one with a public float of less than $75 million as of the last day of its most recently completed second fiscal quarter)
However, the requirements for financial disclosure provided by Regulation S-K promulgated by the Rules and Regulations of the SEC already provide certain of these exemptions for smaller reporting companies. Stream Flow is a smaller reporting company. Currently a smaller reporting company is not required to file as part of its registration statement selected financial data and only needs audited financial statements for its two most current fiscal years and no tabular disclosure of contractual obligations.
The JOBS Act also exempts the company's independent registered public accounting firm from complying with any rules adopted by the Public Company Accounting Oversight Board ("PCAOB") after the date of the JOBS Act's enactment, except as otherwise required by SEC rule.
The JOBS Act also exempts an emerging growth company from any requirement adopted by the PCAOB for mandatory rotation of the company's accounting firm or for a supplemental auditor report about the audit.
Internal Control Attestation. The JOBS Act also provides an exemption from the requirement of the company's independent registered public accounting firm to file a report on the company's internal control over financial reporting, although management of the company is still required to file its report on the adequacy of the company's internal control over financial reporting.
Section 102(a) of the JOBS Act exempts emerging growth companies from the requirements in §14A(e) of the Securities Exchange Act of 1934 for companies with a class of securities registered under the 1934 Act to hold shareholder votes for executive compensation and golden parachutes.
Other Items of the JOBS Act. The JOBS Act also provides that an emerging growth company can communicate with potential investors that are qualified institutional buyers or institutions that are accredited to determine interest in a contemplated offering either prior to or after the date of filing the respective registration statement. The JOBS Act also permits research reports by a broker or dealer about an emerging growth company regardless if such report provides sufficient information for an investment decision. In addition the JOBS Act precludes the SEC and FINRA from adopting certain restrictive rules or regulations regarding brokers, dealers and potential investors, communications with management and distribution of a research reports on the emerging growth company IPO.
Section 106 of the JOBS Act permits emerging growth companies to submit 1933 Securities Act registration statements on a confidential basis provided that the registration statement and all amendments are publicly filed at least 21 days before the issuer conducts any road show. This is intended to allow the emerging growth company to explore the IPO option without disclosing to the market the fact that it is seeking to go public or disclosing the information contained in its registration statement until the company is ready to conduct a roadshow.
Election to Opt Out of Transition Period. Section 102(b) (1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a 1933 Act registration statement declared effective or do not have a class of securities registered under the 1934 Act) are required to comply with the new or revised financial accounting standard.
The JOBS Act provides a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. Stream Flow has elected not to opt out of the transition period pursuant to Section 107(b).
Government Regulation
Stream Flow will be subject to domestic and international laws and regulations that relate directly or indirectly to its operations, in particular those relating to information security, data protection and privacy, among other things. We are also subject to a variety of legal and regulatory restrictions on how and to whom we market to, for instance marketing to children, which may limit our ability to generate advertising revenue and extend our brand image. Many of these laws and regulations are still evolving and could be interpreted in ways that could harm our business. In the area of information security and data protection, the laws in several states require companies to implement specific information security controls to protect certain types of personally identifiable information. Likewise, all but a few states have laws in place requiring companies to notify users if there is a security breach that compromises certain categories of their personally identifiable information. Any failure on our part to comply with these laws may subject us to significant liabilities.
In addition, Stream Flow is also subject to common business, tax rules and securities regulations pertaining to the operation of its business. Stream Flow believes that the effects of existing or probable governmental regulations will be additional responsibilities of the management of Stream Flow to ensure that Stream Flow remains in compliance with applicable regulations as they apply to the Stream Flow’s products and services as well as ensuring that Stream Flow does not infringe on any proprietary rights of others with respect to its products and services. Stream Flow will also need to maintain accurate financial records in order to remain complaint with securities regulations as well as any corporate tax liability it incurs.
Compliance with Environmental Laws
We have not incurred and do not anticipate incurring any expenses associated with environmental laws.
Research and Development Expenditures
We have not incurred any research or development expenditures since our inception on June 27, 2013.
Patents and Trademarks
We do not have any patents or trademarks, nor have we applied for any patents or trademarks.
Property and Equipment
Our principal executive offices are located at 401 East Howard St., Bellefonte, PA 16823. This office space is being provided to us by our President and Chief Executive Officer, Gregory Galanis, free of charge.
We do not hold ownership or leasehold interest in any property or equipment.
Executive Offices and Telephone Number
Our executive office and main telephone number is currently:
401 East Howard St.
Bellefonte, PA 16823
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Tel: (704) 840-5619
Fax: (503) 907-8052
www.streamflowmedia.com
This space is provided to us free of charge by Gregory Galanis, our President and Chief Executive Officer. If Mr. Galanis decides to no longer allow us access to this office space in the future it would force us to seek outside office space elsewhere, potentially at a very high cost.
Results of Operations
Three Months Ended March 31, 2015 and 2014
For ease of reading we refer to the three months ended March 31, 2015 as the three months ended March 31, 2015 or the fiscal period ended March 31, 2015 and the three months ended March 31, 2014 as the three months ended March 31, 2014 or the fiscal period ended March 31, 2014.
Revenues. We did not generate any revenue during the fiscal periods ended March 31, 2015 and 2014.
Operating Expenses. Our total operating expenses for three months ended March 31, 2015 were $41,835 compared to $2,012 for the fiscal period ended March 31, 2014, which represents an increase of $39,823, or 1,979.3%. The increase in operating expenses are the result of our complying with our ongoing SEC reporting requirements, which have consisted primarily of legal, accounting and outside consulting fees.
Loss From Operations. We generated a loss of ($41,835) from operations during the three months ended March 31, 2015 compared to an operating loss of ($2,012) during the fiscal period ended March 31, 2014, which represents an increase of $39,828, or 1,979.3%. The increase in our loss from operations is the result of our complying with our ongoing SEC reporting requirements, which have consisted primarily of legal, accounting and outside consulting fees.
Other income (expenses). During the three months ended March 31, 2015 and March 31, 2014 we recorded ($3) and ($3), respectively, in other expenses, which was comprised entirely of imputed interest expenses related to a note payable to a related party. The imputed interest was recorded in our financial statements under additional paid-in capital.
Net Loss. We realized a net loss of ($41,838) during the three months ended March 31, 2015 compared to a net loss of ($2,015) during the fiscal period ended March 31, 2014, which represents an increase of $39,822, or 1,976.3%. The increase in our net loss is the result of our complying with our ongoing SEC reporting requirements, which have consisted primarily of legal, accounting and outside consulting fees.
Cumulative During the Development Stage – June 27, 2013 (inception) through March 31, 2015
For ease of reading we refer to the period of June 27, 2013 (inception) through March 31, 2015 as the “Developmental Period”.
Revenues. We have generated $10,000 in revenue during the Developmental Period. This revenue was solely derived from one client, Off On Home Controls. We completed this project in December 2014 and have not secured any additional clients since completing the project.
Operating Expenses. Our total operating expenses for the Developmental Period were $606,070. These operating expenses are primarily attributable to organizational costs related to our formation, issuing shares of our common stock to our officers, directors, and outside consultants, preparing and filing a registration statement on Form S-1 with the Securities and Exchange Commission, and complying with our SEC reporting requirements. These expenses have consisted primarily of legal, accounting, and outside consulting fees.
Loss From Operations. We have incurred an operating loss of ($596,070) during the Developmental Period. The loss from operations is primarily attributable to organizational costs related to our formation, issuing shares of our common stock to our officers, directors, and outside consultants, preparing and filing a registration statement on Form S-1 with the Securities and Exchange Commission, and complying with our SEC reporting requirements. These expenses have consisted primarily of legal, accounting, and outside consulting fees.
Other income (expenses). During the Developmental Period we recorded ($18) in other expenses, which was comprised entirely of imputed interest expenses related to a note payable to a related party. The imputed interest was recorded in our financial statements under additional paid-in capital.
Net Loss. We have incurred a net loss of ($596,088) during the Developmental Period. The net loss is primarily attributable to organizational costs related to our formation, issuing shares of our common stock to our officers, directors, and outside consultants, preparing and filing a registration statement on Form S-1 with the Securities and Exchange Commission, and complying with our SEC reporting requirements. These expenses have consisted primarily of legal, accounting, and outside consulting fees.
Total Stockholders’ Deficit. Our stockholders’ deficit was ($89,131) as of March 31, 2015.
Liquidity and Capital Resources
As of March 31, 2015, we had assets totaling $143, which was comprised solely of cash. We had total liabilities of ($89,274), which consisted of a note payable to a related party ($100) and accounts payable of ($89,174). Further, we had no external credit facilities (i.e. bank loans, revolving lines of credit, etc.), nor do we anticipate obtaining any external credit facilities in the immediate future.
We expect to incur continued losses over the next 12 months, possibly even longer. We believe that we need at least $125,000 to meet our minimal working capital requirements over the next 12 months to properly implement our business plan. Our intention is to obtain this money through an ongoing registered offering of our common stock.
We have had limited operations to date which have been funded exclusively by our officers, directors, and current stockholders. In order to expand and commence full-scale operations and meet our planned capital expenditures over the next 12 months we need to raise at least $125,000. We need the proceeds from this offering to (i) acquire additional computer hardware and developer software licenses, (ii) expand into larger offices with more advanced communications systems, and (iii) commence actively marketing our products and services.
Failure to generate sufficient financing from outside sources will force us to maintain our current level of operations, which consists of internal development work on our products and games by our management team using their own computer systems and building a referral network to secure new clients. Provided our management team continues to allow us the use of their office space, computer equipment, and software licenses without charge, we can maintain our current level of operations indefinitely.
Without adequate financing, even in the event our management team is able to complete our internally developed products and games, there will not be sufficient funds to market the products and games, which would most likely prevent us from attracting enough users to make them a commercial success. As an example, out of the $125,000 in projected capital expenditures over the next 12 months, $50,000 will go towards completing the development and marketing launch of Zookerd and Pummel.
Without limiting our available options, future equity financings will most likely be through the sale of additional shares of our common stock. It is possible that we could also offer warrants, options and/or rights in conjunction with any future issuances of our common stock. However, we can give no assurance that financing will be available to us, and if available to us, in amounts or on terms acceptable to us. If we cannot secure adequate financing through this offering or through alternative sources, we may be forced to cease operations and you will lose your entire investment.
Going Concern Consideration
Our independent registered public accounting firm has issued a going concern opinion in their audit report dated April 6, 2015, which can be found in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on April 6, 2015. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next 12 months.
Off –Balance Sheet Operations
As of March 31, 2015, we had no off-balance sheet activities or operations.
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Critical Accounting Policies
Use of Estimates
The accompanying financial statements of Stream Flow have been prepared in accordance with generally accepted accounting principles in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment. Actual results may vary from these estimates.
Cash and Cash Equivalents
For purposes of the statement of cash flows, Stream Flow considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. As of March 31, 2015 and December 31, 2013, Stream Flow had no cash equivalents.
Investments
Stream Flow accounts for its marketable securities, which are classified as trading securities, in accordance with generally accepted accounting principles for certain investments in debt and equity securities, which requires that trading securities be carried at fair value. Unrealized gains and losses due to changes in fair value as well as realized gains and losses resulting from sales of securities are reported as Other Income/Expenses in the statement of operations. Fair value of the securities is based upon quoted market prices in active markets or estimated fair value when quoted market prices are not available. The cost basis for realized gains and losses is determined on a specific identification basis. As of March 31, 2015 and December 31, 2013, Stream Flow had no investments.
Fair Value of Financial Instruments
ASC 820, “Fair Value Measurements” and ASC 825, Financial Instruments, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:
Level
Description
Level 1
Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3
Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
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The estimated fair values of the Company’s financial instruments as of March 31, 2015 are as follows:
Fair Value Measurement at March 31, 2015 Using:
Description
3/31/15
Quoted Prices In Active Markets For Identical Assets
(Level 1)
Significant Other Observable Inputs
(Level 2)
Significant Unobservable Inputs
(Level 3)
Assets
Cash and equivalents
$
143
$
143
$
-
$
-
$
143
$
143
$
-
$
-
Liabilities
Accounts payable
$
89,174
$
89,174
$
-
$
-
Note payable to related party
100
100
$
89,274
$
89,274
$
-
$
-
The estimated fair values of the Stream Flow’s financial instruments as of December 31, 2014 are as follows:
Fair Value Measurement at December 31, 2014 Using:
Description
12/31/14
Quoted Prices In Active Markets For Identical Assets
(Level 1)
Significant Other Observable Inputs
(Level 2)
Significant Unobservable Inputs
(Level 3)
Assets
Cash and equivalents
$
12,724
$
12,724
$
-
$
-
$
12,724
$
12,724
$
-
$
-
Liabilities
Accounts payable
$
63,584
$
63,584
$
-
$
-
Note payable to related party
100
100
$
63,684
$
63,684
$
-
$
-
Net Loss per Share Calculation
Basic net loss per common share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per shares is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. During the period June 27, 2013 (inception) to March 31, 2015 Stream Flow had no dilutive financial instruments issued or outstanding.
Revenue Recognition
Stream Flow follows the guidance of FASB ASC Topic 605 for revenue recognition. In general, Stream Flow recognizes revenue when (1) the price is fixed and determinable, (2) persuasive evidence of an arrangement exists, (3) the service has been provided, and (4) collectability is reasonably assured.
Stream Flow generates revenue from two sources: (i) sales of value added features (e.g. purchase of extra lives, status symbols, or entry into competitions with tangible prizes) to its gaming applications and (ii) developing privately branded gamification applications for third party usage and licensing. Revenue from sales of value added features is recognized at the time of the sale and revenues from developing services are recognized when the services are performed, evidence of an arrangement exists, the fee is fixed and determinable, and collectability is probable.
Income Taxes
Stream Flow accounts for income taxes pursuant to FASB ASC 740, Income Taxes. Under FASB ASC 740-10-25, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.
Stream Flow maintains a valuation allowance with respect to deferred tax assets. Stream Flow establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration Stream Flow’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws.
Changes in circumstances, such as Stream Flow generating taxable income, could cause a change in judgment about its ability to realize the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.
Election to Use Extended Transitional Period Under Jumpstart Our Business Startups Act (“JOBS Act”)
We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.
Recent Accounting Pronouncements
In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 has not had a material impact on Stream Flow’s financial position or results of operations.
In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:
·
Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and
·
Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.
The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 has not had a material impact on Stream Flow’s financial position or results of operations.
In July 2013, FASB issued ASU No. 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists." The provisions of ASU No. 2013-11 require an entity to present an unrecognized tax benefit, or portion thereof, in the statement of financial position as a reduction to a deferred tax asset for a net operating loss carryforward or a tax credit carryforward, with certain exceptions related to availability. ASU No. 2013-11 is effective for interim and annual reporting periods beginning after December 15, 2013. The adoption of ASU No. 2013-11 is not expected to have a material impact on Stream Flow’s Financial Statements.
On June 10, 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-10, which eliminates development stage reporting requirements under FASB ASC 915, as well as amends provisions of existing variable interest entity guidance under ASC 810. Additionally, the ASU indicates that the lack of commencement of principal operations represents a risk and uncertainty and, accordingly, is subject to the disclosure requirements of FASB ASC 275. As a result of the changes, existing development stage entity presentation and disclosure requirements are eliminated. The presentation and disclosure changes to FASB ASC 915 are effective for public entities for annual periods beginning after December 15, 2014, and the revisions to the consolidation standards are effective for annual periods beginning after December 15, 2015. Stream Flow has not adopted these provisions and continues to follow development stage reporting requirements.
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In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments in this ASU change the criteria for reporting discontinued operations while enhancing disclosures in this area. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. Those strategic shifts should have a major effect on the organization's operations and financial results and include disposals of a major geographic area, a major line of business, or a major equity method investment. The new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. Additionally, the new guidance requires disclosure of the pre-tax income attributable to a disposal of a significant part of an organization that does not qualify for discontinued operations reporting. The amendments in the ASU are effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2014. Early adoption is permitted. Stream Flow is currently evaluating the impact of this pronouncement.
In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern. The new standard requires management of public and private companies to evaluate whether there is substantial doubt about the entity’s ability to continue as a going concern and, if so, disclose that fact. Management will also be required to evaluate and disclose whether its plans alleviate that doubt. The standard requires management to evaluate, for each reporting period, whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. The new standard is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted. Stream Flow does not expect the adoption of the ASU to have a significant impact on our consolidated financial statements.
Stream Flow has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial statements.
Contractual Obligations
As of March 31, 2015 the Company had no contractual obligations.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable since we are a smaller reporting company.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
As of the end of the period covered by this report, we conducted an evaluation under the supervision and with the participation of principal executive officer and sole director, Gregory Galanis, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act).
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be presented or detected on a timely basis.
Based on management’s assessment, we have concluded that, as of March 31, 2015, our disclosure controls and procedures were not effective in timely alerting management to the material information relating to us required to be included in our annual and interim filings with the SEC.
Management has concluded that our disclosure controls and procedures had the following material weaknesses:
·
We were unable to maintain any segregation of duties within our financial operations due to our reliance on limited personnel in the finance function. While this control deficiency has not resulted in any audit adjustments to our interim or annual financial statements, it could have resulted in a material misstatement that might have been prevented or detected by a segregation of duties;
·
Stream Flow lacks sufficient resources to perform the internal audit function and does not have an Audit Committee;
·
We do not have an independent Board of Directors, nor do we have a board member designated as an independent financial expert to Stream Flow. The Board of Directors is comprised of one (1) member who also serves as Stream Flow’s principal executive officer. As a result, there is a lack of independent oversight of the management team, lack of independent review of our operating and financial results, and lack of independent review of disclosures made by Stream Flow; and
·
Documentation of all proper accounting procedures is not yet complete.
These weaknesses have existed since our inception on June 27, 2013 and, as of March 31, 2015, have not been remedied.
To the extent reasonably possible given our limited resources, we intend to take measures to cure the aforementioned material weaknesses, including, but not limited to, the following:
·
Considering the engagement of consultants to assist in ensuring that accounting policies and procedures are consistent across the organization and that we have adequate control over financial statement disclosures;
·
Hiring additional qualified financial personnel, including a Chief Financial Officer, on a full-time basis;
·
Expanding our current board of directors to include additional independent individuals willing to perform directorial functions; and
·
Increasing our workforce in preparation for exiting the development stage and commencing revenue producing operations.
Since the recited remedial actions will require that we hire or engage additional personnel, these material weaknesses may not be overcome in the near-term due to our limited financial resources. Until such remedial actions can be realized, we will continue to rely on the limited advice of outside professionals and consultants.
Changes in Controls and Procedures
There have been no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II
Item 1. Legal Proceedings
During the past ten years no director, person nominated to become a director or executive officer, or promoter of Stream Flow has been involved in any legal proceeding that would require disclosure hereunder.
From time to time, we may become subject to various legal proceedings and claims that arise in the ordinary course of our business activities. However, litigation is subject to inherent uncertainties for which the outcome cannot be predicted. Any adverse result in these or other legal matters could arise and cause harm to our business. We currently are not party to any claim or litigation the outcome of which, if determined adversely to us, would individually or in the aggregate be reasonably expected to have a material adverse effect on our business.
Item 1A. Risk Factors
Not applicable since we are a smaller reporting company.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Default Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
None.
Item 6. Exhibits
Exhibit Number
Description of Exhibit
3.1
*
Articles of Incorporation
3.2
*
Bylaws
3.3
*
Amended Articles of Incorporation Dated December 5, 2013
31.1
Section 302 Certifications under Sarbanes-Oxley Act of 2002
32.1
Section 906 Certification under Sarbanes Oxley Act of 2002
(*)
Incorporated by reference to registration statement on Amendment No. 1 to Form S-1 (File No. 333-194482) filed on April 22, 2014.
23
--------------------------------------------------------------------------------
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned, thereto duly authorized on this 15th day of May, 2015.
STREAM FLOW MEDIA, INC.
By:
/s/ Gregory Galanis
Gregory Galanis
President, Chief Executive Officer,
Secretary, Treasurer, Chief Financial Officer,
Principal Executive Officer,
Principal Financial Officer,
Principal Accounting Officer, and Sole Director
JAWS of DEATH reverse split history
Brief History
The company divested its interests in its financial & real estate activities in 4/2005, reverse split its shares 1 for 200, & got its new symbol in 6/2005. Scott Sitra & Michael Hume assumed management in 8/2004. This turn-around & the new management's concentration exclusively on its core business, represents, in our opinion, a solid foundation for PDIV's future growth.
http://www.google.com/url?url=http://www.wallstreetcorner.com/situations/web-pdiv.doc&rct=j&frm=1&q=&esrc=s&sa=U&ved=0CB8QFjACahUKEwjViNqE4oXHAhWFGZIKHYFpBiM&usg=AFQjCNF7zssuO7bMXLk3CDCbRNTXdHK58w
Feeding Frenzy, YET another Toxic Lender Notice of Conversion
Scott Sitra is JAWS of DEATH Spiral Financing
-----------------------------------------------
Item 3.02
Unregistered Sales of Equity Securities
LG Capital Funding, LLC (Note 2)
On July 28, 2015 Blue Water Global Group, Inc. (“ Blue Water ”) received a Notice of Conversion in the amount of $10,000 and issued 1,002,661 shares of its common stock, $0.001 par value, at an applicable conversion rate of $0.01045 a share pursuant to the LG Capital Funding, LLC convertible note described in detail the Form 8-K filed with the Securities and Exchange Commission (“ SEC ”) on December 23, 2014.
The remaining principal balance on this note is $50,000.
Adar Bays, LLC (Note 2)
On July 28, 2015 Blue Water received a Notice of Conversion in the amount of $4,436.16 and issued 1,519,022 shares of its common stock, $0.001 par value, at an applicable conversion rate of $0.011 a share pursuant to the Adar Bays, LLC convertible note described in detail the Form 8-K filed with the SEC on December 23, 2014.
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=10832831
You have got to be in it to win it
So they say
I was really hoping some on this board were able to get out when it popped briefly to 6 cents a few weeks ago
Nobody better at Running the CON than JAWS of DEATH Spiral Financing Scott Sitra.
Probably could sell used BLUU car magnets to the Eskimos
Anyone remember when BLUU put a press release out paying off a Toxic note with CASH telling the public it created shareholder value?
The Con was Sitra did another Toxic note to pay off the previous toxic note. It was the proceeds of another note. (The CASH)
Here it is in case someone would like to follow how the Con works
----------------------------------------------------
Blue Water Announces Early Repayment of Asher Note In Full
Canton, Georgia – February 11, 2014 – Blue Water Global Group, Inc. (OTCBB: BLUU) announces that it has repaid the Convertible Promissory Note owed to Asher Enterprises, Inc. (“Asher”) due on June 18, 2014 early and in full. As a result none of that debt can be converted into shares of Blue Water’s common stock which nullifies the Schedule 13G filed by Asher on January 17, 2014.
Blue Water’s President and CEO, J. Scott Sitra, stated, “Blue Water is always looking at ways to maximize shareholder value. With that in mind our shareholders should be happy to learn that we continue to manage our finances effectively and have chosen to repay our modest debts with cash rather than allow for the conversion of outstanding Asher debt into deeply discounted shares of our common stock, which would result in unnecessary shareholder dilution and a potentially significant market decline from the subsequent sale of those shares.” Mr. Sitra added, “For the record, we fully intend to repay our remaining Asher obligations in the same manner: early and in cash.” About Blue Water Global Group
Blue Water Global Group, Inc. is a publicly held developer of casual dining restaurant properties. Blue Water is currently developing a chain of casual dining restaurants in popular tourist destinations throughout the Caribbean under the Blue Water Bar & Grill™ brand. Additionally, Blue Water is engaged in making strategic equity investments in promising businesses that are in the early stages of obtaining their own listing on the OTCBB. For more information, visit www.bluewaterglobalgroup.com.
Certain statements in this release, other than statements of historical fact, may include forward-looking information that involves various risks and uncertainties. There can be no assurance that such forward-looking statements will prove to be accurate. Actual result and future events could differ materially from those anticipated in such statements. These and all subsequent written and oral forward-looking statements are based on the estimates and opinions of management on the dates they are made and expressly qualified in their entirety by this notice. Blue Water Global Group, Inc. (“Blue Water”) assumes no obligation to update forward-looking statements should circumstances or management’s estimates or opinions change, other than as required pursuant to applicable securities laws. For a description of additional risks and uncertainties, please refer to Blue Water’s filings with the Securities and Exchange Commission, including “Risk Factors” in its Annual Report filed on Form 10-K.
Sitra always pays off one Toxic Lender with another new toxic lender. If I had to guess there is going to be a new note in BLUU's future which should come out within the next few days in the SEC filings.
Sitra just keeps kicking the can down the road
Scott Sitra is JAWS of Death Spiral Financing.
It all comes to an end when he can not get a new toxic lender to pay off the previous one.
Its like a Toxic Lender Ponzi Scheme....
YET another Shark attack SEC filing today. Toxic sharks convert at deep deep discounts for instant profits
Scott Sitra is JAWS of Death Spiral Financing!!
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=10826084
===================================================
Item 3.02
Unregistered Sales of Equity Securities
Union Capital, LLC
On July 27, 2015 Blue Water received a Notice of Conversion in the amount of $5,000 and issued 497,451 shares of its common stock, $0.001 par value, at an applicable conversion rate of $0.01045 a share pursuant to the Union Capital, LLC convertible note described in detail the Form 8-K filed with the SEC on January 29, 2015.
The remaining principal balance on this note is $45,000.00.
Adar Bays, LLC (Note 2)
On July 21, 2015 Blue Water received a Notice of Conversion in the amount of $10,000 and issued 909,091 shares of its common stock, $0.001 par value, at an applicable conversion rate of $0.011 a share pursuant to the Adar Bays, LLC convertible note described in detail the Form 8-K filed with the SEC on December 23, 2014.
The remaining principal balance on this note is $14,426.16.
As of July 28, 2015, Blue Water had 126,012,706 shares of its common stock issued and outstanding.
Banana feeding time in the monkey cage. The MM's toss around 2 cents as they await the next round of highly toxic coversions from the toxic lenders.
Dont let Sitra make a monkey out of you.
Scott Sitra is JAWS of DEATH Spiral financing......
Highly dilutive toxic lenders need more volume than this. Toxic lenders need to eat too. Famous Toxic Lender CURT Kramer is a killer Toxic shark. Eats Certs like they are fish chum.
Not easy to build a toxic financed restaurant
All that and StreamFlow Media according to SEC filing does not look like its going anywhere soon with only $135 in the bank.
WATCH OUT NEWBIES, these conning, lying, thieving rubes are trying to get more CHUMPS into this stock to bail them out of their massive lo$$e$.
StockDungU