Getting rid of SCAM CEOs one scumbag at a time.
Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
SEC BUSTED Levy is CEO.
10k SHOWS A nearly bankrupt CELL SHACK WITH one LOCATION.
2014-2015 TOXIC FINANCING. LMAO.
As of August 31, 2015 and 2014 the balance of the note was zero and $26,359, respectively. During the year ended August 31, 2015 and 2014, respectively, the note was converted into 52,718,560 and 4,495,593 shares of common stock with a value of $11,597 and $14,762.
On February 27, 2014, the Company issued an unsecured 12% convertible note in the amount of $30,000, bearing interest at 12% per annum with both principal and interest due on August 27, 2014.
The note is convertible into the Company’s common stock, at any time, at a conversion price of the lower of: i) 50% discount to the average three lowest bids on the ten trading days before the date the note was executed, or ii) 50% of the average of the three lowest bid prices during the ten trading days preceding the delivery of any conversion notice.
The Company has identified the embedded derivatives related to the above described note. These embedded derivatives included certain conversion features and reset provisions.
The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as of each subsequent reporting date which at August 31, 2014 was $42,000. At the inception of the note, the Company determined the aggregate fair value of $42,000 of the embedded derivatives.
As of August 31, 2015 and 2014 the balance of the note was zero and $30,000, respectively. During the year ended August 31, 2015 the note was converted into 25,682,357 shares of common stock with a value of $31,599.
On April 1, 2014, the Company issued an unsecured 12% convertible note in the amount of $50,000, bearing interest at 12% per annum with both principal and interest due on October 1, 2014.
F-13
The note is convertible into the Company’s common stock, at any time, at a conversion price of the lower of: i) 50% discount to the average three lowest bids on the twenty trading days before the date the note was executed, or ii) 50% of the average of the three lowest bid prices during the twenty trading days preceding the delivery of any conversion notice.
The Company has identified the embedded derivatives related to the above described note. These embedded derivatives included certain conversion features and reset provisions.
The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as of each subsequent reporting date which at August 31, 2014 was $83,333. At the inception of the note, the Company determined the aggregate fair value of $83,333 of the embedded derivatives.
The initial fair value of the embedded debt derivative of $83,333 was allocated as a debt discount up to the face amount with the remainder recorded as a discount to be amortized over the term of the note. As of August 31, 2015 the balance of the note was zero.
LG Capital Funding, LLC
On March 3, 2014, the Company issued an unsecured 8% convertible redeemable note in the amount of $25,000, bearing interest at 8% per annum with both principal and interest due on March 3, 2015.
The note was convertible into the Company’s common stock, after 180 days, at a conversion price at a 45% discount to the lowest bid twenty trading days preceding the delivery of any conversion notice.
The Company has identified the embedded derivatives related to the above described note. These embedded derivatives included certain conversion features and reset provisions.
The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as of each subsequent reporting date which at August 31, 2015 was zero. At the inception, the Company determined the aggregate fair value of $29,456 of the embedded derivatives.
The initial fair value of the embedded debt derivative of $42,000 was allocated as a debt discount up to the face value ($25,000) with the remainder ($42,000) charged to loss on derivative.
During the year ended August 31, 2015 the note was converted into 21,044,172 shares of common stock with a value of $26,027 As of August 31, 2015 and 2014 the balance of the note was zero and $25,000, respectively.
On August 7, 2014, the Company issued an unsecured 8% convertible redeemable note in the amount of $40,000, bearing interest at 8% per annum with both principal and interest due on August 7, 2015. The Company has an option, during the first 180 days, to pay the note in cash at a redemption premium of 145% of the principal amount with any accrued interest.
The note is convertible into the Company’s common stock, after 180 days, at a conversion price at 43% discount to the lowest average of the bid ten trading days preceding the delivery of any conversion notice.
The Company has identified the embedded derivatives related to the above described note. These embedded derivatives included certain conversion features and reset provisions.
F-14
The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as of each subsequent reporting date which at August 31, 2015 was $33,600. At the inception of the note, the Company determined the aggregate fair value of $46,021 of the embedded derivatives. During the year ended August 31, 2015 the note was converted into 193,270,611 shares of common stock with a value of $11,155. As of August 31, 2015 and 2014 the amount of the note outstanding was $28,680 and $40,000, respectively.
The initial fair value of the embedded debt derivative of $46,021 was allocated as a debt discount up to the face value of the note ($25,000) with the remainder ($16,396) charged to loss on derivative. As of August 31, 2015 and 2014 the balance of the note was $28,689 and $41,022 respectively.
On May 20, 2015, the Company issued an unsecured 8% convertible redeemable note in the amount of $23,650, bearing interest at 8% per annum with both principal and interest due on May 22, 2016.
The note is convertible into the Company’s common stock, after 180 days, at a conversion price at 43% discount to the lowest bid twenty trading days preceding the delivery of any conversion notice.
The Company has identified the embedded derivatives related to the above described note. These embedded derivatives included certain conversion features and reset provisions.
The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as of each subsequent reporting date which at August 31, 2015 was $56,681. At the inception of the note, the Company determined the aggregate fair value of $56,681 of the embedded derivatives.
The initial fair value of the embedded debt derivative of $56,681 was allocated as a debt discount up to the settlement agreement ($25,000) with the remainder ($16,396) charged to current period operations as interest expense. As of August 31, 2015 the balance of the note was $23,650.
KBM WORLDWIDE, INC
On September 16, 2014, the Company issued an unsecured 8% convertible redeemable note in the amount of $53,000, bearing interest at 8% per annum with both principal and interest due on June 18, 2015. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”). Interest shall commence accruing on the date that the Note is fully paid and shall be computed on the basis of a 365-day year and the actual number of days elapsed. The Company has identified the embedded derivatives related to the above described note. These embedded derivatives included certain conversion features and reset provisions.
The balance of the note as of August 31, 2015 was zero. During the year ended August 31, 2015 the note was converted into 843,625,000 shares of common stock.
The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as of each subsequent reporting date which at August 31, 2014 was $53,000. At the inception of the settlement agreement, the Company determined the aggregate fair value of $53,000 of the embedded derivatives.
The initial fair value of the embedded debt derivative of $53,000 was allocated as a debt discount up to the face amount of the note ($50,000) with the remaining ($3,000) charged to loss on derivative. As of August 31, 2015 the balance of the note was zero.
F-15
BEAUFORT CAPITAL PARTNERS, LLC
On October 14, 2014, the Company issued an unsecured 8% convertible redeemable note in the amount of $12,500, due on April 14, 2015. The note is convertible into the Company’s common stock, after 180 days, at a conversion price at 45% discount to the lowest bid twenty trading days preceding the delivery of any conversion notice.
The Company has identified the embedded derivatives related to the above described note. These embedded derivatives included certain conversion features and reset provisions.
The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as of each subsequent reporting date. At the inception of the settlement agreement, the Company determined the aggregate fair value of $12,855 of the embedded derivatives.
As of August 31, 2015, the balance of the note was zero. During the year ended August 31, 2015, the note was converted into 181,763,636 shares of common stock.
Dutchess Opportunity Fund II, LP
On October 17, 2013, the Company issued an unsecured convertible note in the principal amount of $300,000 to Dutchess Opportunity Fund, II, LP (“Dutchess”). The Company received proceeds from the Note in the amount of $235,000. The Note does not bear an interest rate; however, the Company was obligated to repay Dutchess $300,000 on or before October 17, 2015. The Company is obligated to pay
Dutchess monthly amortization payments of $20,000 beginning on December 1, 2013.
The note is immediately convertible into shares of the Company’s common stock, par value $.001, (the “Common Stock”) at the sole option of Dutchess. At inception date, the conversion price was 90% of the lowest volume weighted average price of the Common Stock during the 20 trading days immediately prior to a conversion notice from Dutchess to the Company.
The Company has identified the embedded derivatives related to the convertible note. These embedded derivatives included certain conversion features and reset provision.
The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as of each subsequent reporting date which at August 31, 2015 was zero. At the inception of the note, the Company determined the aggregate fair value of $42,099 of the embedded derivatives.
In addition, as an inducement to enter into the note, the Company issued 1,000,000 shares of common stock to Dutchess. The Fair value of the inducement shares issued of $145,000 charged to current interest expense during year ended August 31, 2015.
Debenture Registration Rights Agreement
In connection with the issuance of the above described Subscription Agreement, the Company entered into a registration rights agreement requiring the Company to, by December 16, 2013, prepare and file with the Securities and Exchange Commission (“SEC”) a registration statement or registration statements (as is necessary) covering the resale of all of the common stock, which registration statement(s) shall state that, in accordance with Rule 415 promulgated under the Securities Act, such Registration Statement also covers such indeterminate number of additional shares of common stock as may become issuable upon stock splits, stock dividends or similar transactions.
https://www.sec.gov/Archives/edgar/data/1373444/000149315216008988/form10-k.htm
HUGE TOXIC FINANCING
Yew
On May 17, 2013, the Company issued a $130,928 unsecured convertible promissory note that matured August 31, 2013. The note bears interest at a rate of 4.9% and was convertible into 130,928 shares of the Company’s common stock, at a conversion rate of $1.00 per share. Interest was also convertible into common stock at the conversion rate of $1.00 per share. In October 2013, the note was transferred IBC Funds however the original note holder was not paid and the note reverted to the original holder.
IBC Notes
On October 17, 2013 the IBC Fund purchases both the note for $130,928 and $250,000. The note holder of the $130,000 note was not paid by the purchaser so the note was reverted to its original owner. On October 10, 2014 the Company issued 15,210,000 shares of common stock for full settlement of the outstanding balance to IBC with a value of $293,901.
Radican Notes
On September 16, 2013, the Company issued two unsecured notes payable, in the aggregate amount of $150,000, bearing interest at 12% per annum with both principal and interest due at March 31, 2014.
The holders have a right, at maturity or in an event of default (as defined), to convert any outstanding and unpaid principal portion of the notes and accrued interest at a conversion price of 50% of the average of five lowest bid prices of the Company’s common stock during the previous fifteen trading days from the conversion date.
At inception, the Company has identified the embedded derivatives related to the above described notes. These embedded derivatives included certain conversion features and reset provisions.
The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of notes and to fair value as of each subsequent reporting date which at August 31, 2015 was $165,002. At the inception of the settlement agreement, the Company determined the aggregate fair value of $165,000 of the embedded derivatives.
The initial fair value of the embedded debt derivative of $165,000 was allocated as a debt discount up to the face amount of the notes ($150,000) with the remainder ($15,000) charged to loss on derivative.
F-12
During the year ended August 31, 2015 the Company issued 10,000,000 shares of common stock for interest with a value of $ 7,000. As of August 31, 2015 and 2014 the balance of the notes were $150,000.
JSJ Investments, Inc.
On July 1, 2013, the Company issued an unsecured convertible note in the amount of $26,359, bearing interest at 12% per annum to Ruben Nicholls. On October 22, 2014 the note was purchased by JSJ Investments Inc. and replaced on February 27, 2014. The note is interest bearing at 12%.
The note is convertible into the Company’s common stock, at any time, at a conversion price of the lower of: i) 50% discount to the average three lowest bids on the ten trading days before the date the note was executed, or ii) 50% of the average of the three lowest bid prices during the ten trading days preceding the delivery of any conversion notice.
The Company has identified the embedded derivatives related to the above described note. These embedded derivatives included certain conversion features and reset provisions.
The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as of each subsequent reporting date which at August 31, 2014 was $33,069. At the inception of the note, the Company determined the aggregate fair value of $33,069 of the embedded derivatives.
As of August 31, 2015 and 2014 the balance of the note was zero and $26,359, respectively. During the year ended August 31, 2015 and 2014, respectively, the note was converted into 52,718,560 and 4,495,593 shares of common stock with a value of $11,597 and $14,762.
On February 27, 2014, the Company issued an unsecured 12% convertible note in the amount of $30,000, bearing interest at 12% per annum with both principal and interest due on August 27, 2014.
The note is convertible into the Company’s common stock, at any time, at a conversion price of the lower of: i) 50% discount to the average three lowest bids on the ten trading days before the date the note was executed, or ii) 50% of the average of the three lowest bid prices during the ten trading days preceding the delivery of any conversion notice.
The Company has identified the embedded derivatives related to the above described note. These embedded derivatives included certain conversion features and reset provisions.
The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as of each subsequent reporting date which at August 31, 2014 was $42,000. At the inception of the note, the Company determined the aggregate fair value of $42,000 of the embedded derivatives.
As of August 31, 2015 and 2014 the balance of the note was zero and $30,000, respectively. During the year ended August 31, 2015 the note was converted into 25,682,357 shares of common stock with a value of $31,599.
On April 1, 2014, the Company issued an unsecured 12% convertible note in the amount of $50,000, bearing interest at 12% per annum with both principal and interest due on October 1, 2014.
F-13
The note is convertible into the Company’s common stock, at any time, at a conversion price of the lower of: i) 50% discount to the average three lowest bids on the twenty trading days before the date the note was executed, or ii) 50% of the average of the three lowest bid prices during the twenty trading days preceding the delivery of any conversion notice.
The Company has identified the embedded derivatives related to the above described note. These embedded derivatives included certain conversion features and reset provisions.
The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as of each subsequent reporting date which at August 31, 2014 was $83,333. At the inception of the note, the Company determined the aggregate fair value of $83,333 of the embedded derivatives.
The initial fair value of the embedded debt derivative of $83,333 was allocated as a debt discount up to the face amount with the remainder recorded as a discount to be amortized over the term of the note. As of August 31, 2015 the balance of the note was zero.
LG Capital Funding, LLC
On March 3, 2014, the Company issued an unsecured 8% convertible redeemable note in the amount of $25,000, bearing interest at 8% per annum with both principal and interest due on March 3, 2015.
The note was convertible into the Company’s common stock, after 180 days, at a conversion price at a 45% discount to the lowest bid twenty trading days preceding the delivery of any conversion notice.
The Company has identified the embedded derivatives related to the above described note. These embedded derivatives included certain conversion features and reset provisions.
The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as of each subsequent reporting date which at August 31, 2015 was zero. At the inception, the Company determined the aggregate fair value of $29,456 of the embedded derivatives.
The initial fair value of the embedded debt derivative of $42,000 was allocated as a debt discount up to the face value ($25,000) with the remainder ($42,000) charged to loss on derivative.
During the year ended August 31, 2015 the note was converted into 21,044,172 shares of common stock with a value of $26,027 As of August 31, 2015 and 2014 the balance of the note was zero and $25,000, respectively.
On August 7, 2014, the Company issued an unsecured 8% convertible redeemable note in the amount of $40,000, bearing interest at 8% per annum with both principal and interest due on August 7, 2015. The Company has an option, during the first 180 days, to pay the note in cash at a redemption premium of 145% of the principal amount with any accrued interest.
The note is convertible into the Company’s common stock, after 180 days, at a conversion price at 43% discount to the lowest average of the bid ten trading days preceding the delivery of any conversion notice.
The Company has identified the embedded derivatives related to the above described note. These embedded derivatives included certain conversion features and reset provisions.
F-14
The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as of each subsequent reporting date which at August 31, 2015 was $33,600. At the inception of the note, the Company determined the aggregate fair value of $46,021 of the embedded derivatives. During the year ended August 31, 2015 the note was converted into 193,270,611 shares of common stock with a value of $11,155. As of August 31, 2015 and 2014 the amount of the note outstanding was $28,680 and $40,000, respectively.
The initial fair value of the embedded debt derivative of $46,021 was allocated as a debt discount up to the face value of the note ($25,000) with the remainder ($16,396) charged to loss on derivative. As of August 31, 2015 and 2014 the balance of the note was $28,689 and $41,022 respectively.
On May 20, 2015, the Company issued an unsecured 8% convertible redeemable note in the amount of $23,650, bearing interest at 8% per annum with both principal and interest due on May 22, 2016.
The note is convertible into the Company’s common stock, after 180 days, at a conversion price at 43% discount to the lowest bid twenty trading days preceding the delivery of any conversion notice.
The Company has identified the embedded derivatives related to the above described note. These embedded derivatives included certain conversion features and reset provisions.
The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as of each subsequent reporting date which at August 31, 2015 was $56,681. At the inception of the note, the Company determined the aggregate fair value of $56,681 of the embedded derivatives.
The initial fair value of the embedded debt derivative of $56,681 was allocated as a debt discount up to the settlement agreement ($25,000) with the remainder ($16,396) charged to current period operations as interest expense. As of August 31, 2015 the balance of the note was $23,650.
KBM WORLDWIDE, INC
On September 16, 2014, the Company issued an unsecured 8% convertible redeemable note in the amount of $53,000, bearing interest at 8% per annum with both principal and interest due on June 18, 2015. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”). Interest shall commence accruing on the date that the Note is fully paid and shall be computed on the basis of a 365-day year and the actual number of days elapsed. The Company has identified the embedded derivatives related to the above described note. These embedded derivatives included certain conversion features and reset provisions.
The balance of the note as of August 31, 2015 was zero. During the year ended August 31, 2015 the note was converted into 843,625,000 shares of common stock.
The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as of each subsequent reporting date which at August 31, 2014 was $53,000. At the inception of the settlement agreement, the Company determined the aggregate fair value of $53,000 of the embedded derivatives.
The initial fair value of the embedded debt derivative of $53,000 was allocated as a debt discount up to the face amount of the note ($50,000) with the remaining ($3,000) charged to loss on derivative. As of August 31, 2015 the balance of the note was zero.
F-15
BEAUFORT CAPITAL PARTNERS, LLC
On October 14, 2014, the Company issued an unsecured 8% convertible redeemable note in the amount of $12,500, due on April 14, 2015. The note is convertible into the Company’s common stock, after 180 days, at a conversion price at 45% discount to the lowest bid twenty trading days preceding the delivery of any conversion notice.
The Company has identified the embedded derivatives related to the above described note. These embedded derivatives included certain conversion features and reset provisions.
The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as of each subsequent reporting date. At the inception of the settlement agreement, the Company determined the aggregate fair value of $12,855 of the embedded derivatives.
As of August 31, 2015, the balance of the note was zero. During the year ended August 31, 2015, the note was converted into 181,763,636 shares of common stock.
Dutchess Opportunity Fund II, LP
On October 17, 2013, the Company issued an unsecured convertible note in the principal amount of $300,000 to Dutchess Opportunity Fund, II, LP (“Dutchess”). The Company received proceeds from the Note in the amount of $235,000. The Note does not bear an interest rate; however, the Company was obligated to repay Dutchess $300,000 on or before October 17, 2015. The Company is obligated to pay
Dutchess monthly amortization payments of $20,000 beginning on December 1, 2013.
The note is immediately convertible into shares of the Company’s common stock, par value $.001, (the “Common Stock”) at the sole option of Dutchess. At inception date, the conversion price was 90% of the lowest volume weighted average price of the Common Stock during the 20 trading days immediately prior to a conversion notice from Dutchess to the Company.
The Company has identified the embedded derivatives related to the convertible note. These embedded derivatives included certain conversion features and reset provision.
The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as of each subsequent reporting date which at August 31, 2015 was zero. At the inception of the note, the Company determined the aggregate fair value of $42,099 of the embedded derivatives.
In addition, as an inducement to enter into the note, the Company issued 1,000,000 shares of common stock to Dutchess. The Fair value of the inducement shares issued of $145,000 charged to current interest expense during year ended August 31, 2015.
Debenture Registration Rights Agreement
In connection with the issuance of the above described Subscription Agreement, the Company entered into a registration rights agreement requiring the Company to, by December 16, 2013, prepare and file with the Securities and Exchange Commission (“SEC”) a registration statement or registration statements (as is necessary) covering the resale of all of the common stock, which registration statement(s) shall state that, in accordance with Rule 415 promulgated under the Securities Act, such Registration Statement also covers such indeterminate number of additional shares of common stock as may become issuable upon stock splits, stock dividends or similar transactions.
https://www.sec.gov/Archives/edgar/data/1373444/000149315216008988/form10-k.htm
Deficit UP to 5.7 MILLION. LOL.
https://www.sec.gov/Archives/edgar/data/1373444/000149315216008988/form10-k.htm
The K WAS NEVER in doubt it keeps this fraud going. Beyond that? lmao.
Lol the SEC can take up to 5 years from initial questions. First questions were from 2013. The take a while but they always act.
They won't miss it it's been sent to them already.
Levy had a company SEC revoked. Lol.
To be fair it just extends the scam.
LEVY CEO!
Levy SIGNED SEC REVOKED IZON's too so YES he IS an idiot.
Hedgies and Shorts in a STINKY PINKY? LMAO!!!!!!!!!!!!!
Levy was BUSTED by the SEC. Easier to get this SCAM suspended.
No hedgies in a stinky pinky.
BS this SCAM always files a 10K. It's just worthless and shows it's a fraud.
Filing a LONG OVERDUE and lousy 10K shows and proves nothing.
Huge losses, ONE location not 1600, deficit UP 2 million. Total joke.
ONE LOCATION. ONE. 600K revs less than a lemonade stand.
SEC BUSTED Levy is CEO.
10k SHOWS A nearly bankrupt CELL SHACK WITH one LOCATION.
Gee NO 8K? The 10K was coming out at some point anyway.
ONE LOCATION NOT 1600 in this FRAUD.
Revs are only 600K unlike the 16 MILLION LIED about.
Keep reading about the TOXIC notes.
2014-2015 TOXIC FINANCING. LMAO.
As of August 31, 2015 and 2014 the balance of the note was zero and $26,359, respectively. During the year ended August 31, 2015 and 2014, respectively, the note was converted into 52,718,560 and 4,495,593 shares of common stock with a value of $11,597 and $14,762.
On February 27, 2014, the Company issued an unsecured 12% convertible note in the amount of $30,000, bearing interest at 12% per annum with both principal and interest due on August 27, 2014.
The note is convertible into the Company’s common stock, at any time, at a conversion price of the lower of: i) 50% discount to the average three lowest bids on the ten trading days before the date the note was executed, or ii) 50% of the average of the three lowest bid prices during the ten trading days preceding the delivery of any conversion notice.
The Company has identified the embedded derivatives related to the above described note. These embedded derivatives included certain conversion features and reset provisions.
The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as of each subsequent reporting date which at August 31, 2014 was $42,000. At the inception of the note, the Company determined the aggregate fair value of $42,000 of the embedded derivatives.
As of August 31, 2015 and 2014 the balance of the note was zero and $30,000, respectively. During the year ended August 31, 2015 the note was converted into 25,682,357 shares of common stock with a value of $31,599.
On April 1, 2014, the Company issued an unsecured 12% convertible note in the amount of $50,000, bearing interest at 12% per annum with both principal and interest due on October 1, 2014.
F-13
The note is convertible into the Company’s common stock, at any time, at a conversion price of the lower of: i) 50% discount to the average three lowest bids on the twenty trading days before the date the note was executed, or ii) 50% of the average of the three lowest bid prices during the twenty trading days preceding the delivery of any conversion notice.
The Company has identified the embedded derivatives related to the above described note. These embedded derivatives included certain conversion features and reset provisions.
The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as of each subsequent reporting date which at August 31, 2014 was $83,333. At the inception of the note, the Company determined the aggregate fair value of $83,333 of the embedded derivatives.
The initial fair value of the embedded debt derivative of $83,333 was allocated as a debt discount up to the face amount with the remainder recorded as a discount to be amortized over the term of the note. As of August 31, 2015 the balance of the note was zero.
LG Capital Funding, LLC
On March 3, 2014, the Company issued an unsecured 8% convertible redeemable note in the amount of $25,000, bearing interest at 8% per annum with both principal and interest due on March 3, 2015.
The note was convertible into the Company’s common stock, after 180 days, at a conversion price at a 45% discount to the lowest bid twenty trading days preceding the delivery of any conversion notice.
The Company has identified the embedded derivatives related to the above described note. These embedded derivatives included certain conversion features and reset provisions.
The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as of each subsequent reporting date which at August 31, 2015 was zero. At the inception, the Company determined the aggregate fair value of $29,456 of the embedded derivatives.
The initial fair value of the embedded debt derivative of $42,000 was allocated as a debt discount up to the face value ($25,000) with the remainder ($42,000) charged to loss on derivative.
During the year ended August 31, 2015 the note was converted into 21,044,172 shares of common stock with a value of $26,027 As of August 31, 2015 and 2014 the balance of the note was zero and $25,000, respectively.
On August 7, 2014, the Company issued an unsecured 8% convertible redeemable note in the amount of $40,000, bearing interest at 8% per annum with both principal and interest due on August 7, 2015. The Company has an option, during the first 180 days, to pay the note in cash at a redemption premium of 145% of the principal amount with any accrued interest.
The note is convertible into the Company’s common stock, after 180 days, at a conversion price at 43% discount to the lowest average of the bid ten trading days preceding the delivery of any conversion notice.
The Company has identified the embedded derivatives related to the above described note. These embedded derivatives included certain conversion features and reset provisions.
F-14
The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as of each subsequent reporting date which at August 31, 2015 was $33,600. At the inception of the note, the Company determined the aggregate fair value of $46,021 of the embedded derivatives. During the year ended August 31, 2015 the note was converted into 193,270,611 shares of common stock with a value of $11,155. As of August 31, 2015 and 2014 the amount of the note outstanding was $28,680 and $40,000, respectively.
The initial fair value of the embedded debt derivative of $46,021 was allocated as a debt discount up to the face value of the note ($25,000) with the remainder ($16,396) charged to loss on derivative. As of August 31, 2015 and 2014 the balance of the note was $28,689 and $41,022 respectively.
On May 20, 2015, the Company issued an unsecured 8% convertible redeemable note in the amount of $23,650, bearing interest at 8% per annum with both principal and interest due on May 22, 2016.
The note is convertible into the Company’s common stock, after 180 days, at a conversion price at 43% discount to the lowest bid twenty trading days preceding the delivery of any conversion notice.
The Company has identified the embedded derivatives related to the above described note. These embedded derivatives included certain conversion features and reset provisions.
The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as of each subsequent reporting date which at August 31, 2015 was $56,681. At the inception of the note, the Company determined the aggregate fair value of $56,681 of the embedded derivatives.
The initial fair value of the embedded debt derivative of $56,681 was allocated as a debt discount up to the settlement agreement ($25,000) with the remainder ($16,396) charged to current period operations as interest expense. As of August 31, 2015 the balance of the note was $23,650.
KBM WORLDWIDE, INC
On September 16, 2014, the Company issued an unsecured 8% convertible redeemable note in the amount of $53,000, bearing interest at 8% per annum with both principal and interest due on June 18, 2015. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”). Interest shall commence accruing on the date that the Note is fully paid and shall be computed on the basis of a 365-day year and the actual number of days elapsed. The Company has identified the embedded derivatives related to the above described note. These embedded derivatives included certain conversion features and reset provisions.
The balance of the note as of August 31, 2015 was zero. During the year ended August 31, 2015 the note was converted into 843,625,000 shares of common stock.
The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as of each subsequent reporting date which at August 31, 2014 was $53,000. At the inception of the settlement agreement, the Company determined the aggregate fair value of $53,000 of the embedded derivatives.
The initial fair value of the embedded debt derivative of $53,000 was allocated as a debt discount up to the face amount of the note ($50,000) with the remaining ($3,000) charged to loss on derivative. As of August 31, 2015 the balance of the note was zero.
F-15
BEAUFORT CAPITAL PARTNERS, LLC
On October 14, 2014, the Company issued an unsecured 8% convertible redeemable note in the amount of $12,500, due on April 14, 2015. The note is convertible into the Company’s common stock, after 180 days, at a conversion price at 45% discount to the lowest bid twenty trading days preceding the delivery of any conversion notice.
The Company has identified the embedded derivatives related to the above described note. These embedded derivatives included certain conversion features and reset provisions.
The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as of each subsequent reporting date. At the inception of the settlement agreement, the Company determined the aggregate fair value of $12,855 of the embedded derivatives.
As of August 31, 2015, the balance of the note was zero. During the year ended August 31, 2015, the note was converted into 181,763,636 shares of common stock.
Dutchess Opportunity Fund II, LP
On October 17, 2013, the Company issued an unsecured convertible note in the principal amount of $300,000 to Dutchess Opportunity Fund, II, LP (“Dutchess”). The Company received proceeds from the Note in the amount of $235,000. The Note does not bear an interest rate; however, the Company was obligated to repay Dutchess $300,000 on or before October 17, 2015. The Company is obligated to pay
Dutchess monthly amortization payments of $20,000 beginning on December 1, 2013.
The note is immediately convertible into shares of the Company’s common stock, par value $.001, (the “Common Stock”) at the sole option of Dutchess. At inception date, the conversion price was 90% of the lowest volume weighted average price of the Common Stock during the 20 trading days immediately prior to a conversion notice from Dutchess to the Company.
The Company has identified the embedded derivatives related to the convertible note. These embedded derivatives included certain conversion features and reset provision.
The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as of each subsequent reporting date which at August 31, 2015 was zero. At the inception of the note, the Company determined the aggregate fair value of $42,099 of the embedded derivatives.
In addition, as an inducement to enter into the note, the Company issued 1,000,000 shares of common stock to Dutchess. The Fair value of the inducement shares issued of $145,000 charged to current interest expense during year ended August 31, 2015.
Debenture Registration Rights Agreement
In connection with the issuance of the above described Subscription Agreement, the Company entered into a registration rights agreement requiring the Company to, by December 16, 2013, prepare and file with the Securities and Exchange Commission (“SEC”) a registration statement or registration statements (as is necessary) covering the resale of all of the common stock, which registration statement(s) shall state that, in accordance with Rule 415 promulgated under the Securities Act, such Registration Statement also covers such indeterminate number of additional shares of common stock as may become issuable upon stock splits, stock dividends or similar transactions.
https://www.sec.gov/Archives/edgar/data/1373444/000149315216008988/form10-k.htm
2013-2015 AND ONGOING toxic financing.
HUGE TOXIC FINANCING
Yew
On May 17, 2013, the Company issued a $130,928 unsecured convertible promissory note that matured August 31, 2013. The note bears interest at a rate of 4.9% and was convertible into 130,928 shares of the Company’s common stock, at a conversion rate of $1.00 per share. Interest was also convertible into common stock at the conversion rate of $1.00 per share. In October 2013, the note was transferred IBC Funds however the original note holder was not paid and the note reverted to the original holder.
IBC Notes
On October 17, 2013 the IBC Fund purchases both the note for $130,928 and $250,000. The note holder of the $130,000 note was not paid by the purchaser so the note was reverted to its original owner. On October 10, 2014 the Company issued 15,210,000 shares of common stock for full settlement of the outstanding balance to IBC with a value of $293,901.
Radican Notes
On September 16, 2013, the Company issued two unsecured notes payable, in the aggregate amount of $150,000, bearing interest at 12% per annum with both principal and interest due at March 31, 2014.
The holders have a right, at maturity or in an event of default (as defined), to convert any outstanding and unpaid principal portion of the notes and accrued interest at a conversion price of 50% of the average of five lowest bid prices of the Company’s common stock during the previous fifteen trading days from the conversion date.
At inception, the Company has identified the embedded derivatives related to the above described notes. These embedded derivatives included certain conversion features and reset provisions.
The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of notes and to fair value as of each subsequent reporting date which at August 31, 2015 was $165,002. At the inception of the settlement agreement, the Company determined the aggregate fair value of $165,000 of the embedded derivatives.
The initial fair value of the embedded debt derivative of $165,000 was allocated as a debt discount up to the face amount of the notes ($150,000) with the remainder ($15,000) charged to loss on derivative.
F-12
During the year ended August 31, 2015 the Company issued 10,000,000 shares of common stock for interest with a value of $ 7,000. As of August 31, 2015 and 2014 the balance of the notes were $150,000.
JSJ Investments, Inc.
On July 1, 2013, the Company issued an unsecured convertible note in the amount of $26,359, bearing interest at 12% per annum to Ruben Nicholls. On October 22, 2014 the note was purchased by JSJ Investments Inc. and replaced on February 27, 2014. The note is interest bearing at 12%.
The note is convertible into the Company’s common stock, at any time, at a conversion price of the lower of: i) 50% discount to the average three lowest bids on the ten trading days before the date the note was executed, or ii) 50% of the average of the three lowest bid prices during the ten trading days preceding the delivery of any conversion notice.
The Company has identified the embedded derivatives related to the above described note. These embedded derivatives included certain conversion features and reset provisions.
The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as of each subsequent reporting date which at August 31, 2014 was $33,069. At the inception of the note, the Company determined the aggregate fair value of $33,069 of the embedded derivatives.
As of August 31, 2015 and 2014 the balance of the note was zero and $26,359, respectively. During the year ended August 31, 2015 and 2014, respectively, the note was converted into 52,718,560 and 4,495,593 shares of common stock with a value of $11,597 and $14,762.
On February 27, 2014, the Company issued an unsecured 12% convertible note in the amount of $30,000, bearing interest at 12% per annum with both principal and interest due on August 27, 2014.
The note is convertible into the Company’s common stock, at any time, at a conversion price of the lower of: i) 50% discount to the average three lowest bids on the ten trading days before the date the note was executed, or ii) 50% of the average of the three lowest bid prices during the ten trading days preceding the delivery of any conversion notice.
The Company has identified the embedded derivatives related to the above described note. These embedded derivatives included certain conversion features and reset provisions.
The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as of each subsequent reporting date which at August 31, 2014 was $42,000. At the inception of the note, the Company determined the aggregate fair value of $42,000 of the embedded derivatives.
As of August 31, 2015 and 2014 the balance of the note was zero and $30,000, respectively. During the year ended August 31, 2015 the note was converted into 25,682,357 shares of common stock with a value of $31,599.
On April 1, 2014, the Company issued an unsecured 12% convertible note in the amount of $50,000, bearing interest at 12% per annum with both principal and interest due on October 1, 2014.
F-13
The note is convertible into the Company’s common stock, at any time, at a conversion price of the lower of: i) 50% discount to the average three lowest bids on the twenty trading days before the date the note was executed, or ii) 50% of the average of the three lowest bid prices during the twenty trading days preceding the delivery of any conversion notice.
The Company has identified the embedded derivatives related to the above described note. These embedded derivatives included certain conversion features and reset provisions.
The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as of each subsequent reporting date which at August 31, 2014 was $83,333. At the inception of the note, the Company determined the aggregate fair value of $83,333 of the embedded derivatives.
The initial fair value of the embedded debt derivative of $83,333 was allocated as a debt discount up to the face amount with the remainder recorded as a discount to be amortized over the term of the note. As of August 31, 2015 the balance of the note was zero.
LG Capital Funding, LLC
On March 3, 2014, the Company issued an unsecured 8% convertible redeemable note in the amount of $25,000, bearing interest at 8% per annum with both principal and interest due on March 3, 2015.
The note was convertible into the Company’s common stock, after 180 days, at a conversion price at a 45% discount to the lowest bid twenty trading days preceding the delivery of any conversion notice.
The Company has identified the embedded derivatives related to the above described note. These embedded derivatives included certain conversion features and reset provisions.
The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as of each subsequent reporting date which at August 31, 2015 was zero. At the inception, the Company determined the aggregate fair value of $29,456 of the embedded derivatives.
The initial fair value of the embedded debt derivative of $42,000 was allocated as a debt discount up to the face value ($25,000) with the remainder ($42,000) charged to loss on derivative.
During the year ended August 31, 2015 the note was converted into 21,044,172 shares of common stock with a value of $26,027 As of August 31, 2015 and 2014 the balance of the note was zero and $25,000, respectively.
On August 7, 2014, the Company issued an unsecured 8% convertible redeemable note in the amount of $40,000, bearing interest at 8% per annum with both principal and interest due on August 7, 2015. The Company has an option, during the first 180 days, to pay the note in cash at a redemption premium of 145% of the principal amount with any accrued interest.
The note is convertible into the Company’s common stock, after 180 days, at a conversion price at 43% discount to the lowest average of the bid ten trading days preceding the delivery of any conversion notice.
The Company has identified the embedded derivatives related to the above described note. These embedded derivatives included certain conversion features and reset provisions.
F-14
The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as of each subsequent reporting date which at August 31, 2015 was $33,600. At the inception of the note, the Company determined the aggregate fair value of $46,021 of the embedded derivatives. During the year ended August 31, 2015 the note was converted into 193,270,611 shares of common stock with a value of $11,155. As of August 31, 2015 and 2014 the amount of the note outstanding was $28,680 and $40,000, respectively.
The initial fair value of the embedded debt derivative of $46,021 was allocated as a debt discount up to the face value of the note ($25,000) with the remainder ($16,396) charged to loss on derivative. As of August 31, 2015 and 2014 the balance of the note was $28,689 and $41,022 respectively.
On May 20, 2015, the Company issued an unsecured 8% convertible redeemable note in the amount of $23,650, bearing interest at 8% per annum with both principal and interest due on May 22, 2016.
The note is convertible into the Company’s common stock, after 180 days, at a conversion price at 43% discount to the lowest bid twenty trading days preceding the delivery of any conversion notice.
The Company has identified the embedded derivatives related to the above described note. These embedded derivatives included certain conversion features and reset provisions.
The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as of each subsequent reporting date which at August 31, 2015 was $56,681. At the inception of the note, the Company determined the aggregate fair value of $56,681 of the embedded derivatives.
The initial fair value of the embedded debt derivative of $56,681 was allocated as a debt discount up to the settlement agreement ($25,000) with the remainder ($16,396) charged to current period operations as interest expense. As of August 31, 2015 the balance of the note was $23,650.
KBM WORLDWIDE, INC
On September 16, 2014, the Company issued an unsecured 8% convertible redeemable note in the amount of $53,000, bearing interest at 8% per annum with both principal and interest due on June 18, 2015. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”). Interest shall commence accruing on the date that the Note is fully paid and shall be computed on the basis of a 365-day year and the actual number of days elapsed. The Company has identified the embedded derivatives related to the above described note. These embedded derivatives included certain conversion features and reset provisions.
The balance of the note as of August 31, 2015 was zero. During the year ended August 31, 2015 the note was converted into 843,625,000 shares of common stock.
The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as of each subsequent reporting date which at August 31, 2014 was $53,000. At the inception of the settlement agreement, the Company determined the aggregate fair value of $53,000 of the embedded derivatives.
The initial fair value of the embedded debt derivative of $53,000 was allocated as a debt discount up to the face amount of the note ($50,000) with the remaining ($3,000) charged to loss on derivative. As of August 31, 2015 the balance of the note was zero.
F-15
BEAUFORT CAPITAL PARTNERS, LLC
On October 14, 2014, the Company issued an unsecured 8% convertible redeemable note in the amount of $12,500, due on April 14, 2015. The note is convertible into the Company’s common stock, after 180 days, at a conversion price at 45% discount to the lowest bid twenty trading days preceding the delivery of any conversion notice.
The Company has identified the embedded derivatives related to the above described note. These embedded derivatives included certain conversion features and reset provisions.
The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as of each subsequent reporting date. At the inception of the settlement agreement, the Company determined the aggregate fair value of $12,855 of the embedded derivatives.
As of August 31, 2015, the balance of the note was zero. During the year ended August 31, 2015, the note was converted into 181,763,636 shares of common stock.
Dutchess Opportunity Fund II, LP
On October 17, 2013, the Company issued an unsecured convertible note in the principal amount of $300,000 to Dutchess Opportunity Fund, II, LP (“Dutchess”). The Company received proceeds from the Note in the amount of $235,000. The Note does not bear an interest rate; however, the Company was obligated to repay Dutchess $300,000 on or before October 17, 2015. The Company is obligated to pay
Dutchess monthly amortization payments of $20,000 beginning on December 1, 2013.
The note is immediately convertible into shares of the Company’s common stock, par value $.001, (the “Common Stock”) at the sole option of Dutchess. At inception date, the conversion price was 90% of the lowest volume weighted average price of the Common Stock during the 20 trading days immediately prior to a conversion notice from Dutchess to the Company.
The Company has identified the embedded derivatives related to the convertible note. These embedded derivatives included certain conversion features and reset provision.
The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as of each subsequent reporting date which at August 31, 2015 was zero. At the inception of the note, the Company determined the aggregate fair value of $42,099 of the embedded derivatives.
In addition, as an inducement to enter into the note, the Company issued 1,000,000 shares of common stock to Dutchess. The Fair value of the inducement shares issued of $145,000 charged to current interest expense during year ended August 31, 2015.
Debenture Registration Rights Agreement
In connection with the issuance of the above described Subscription Agreement, the Company entered into a registration rights agreement requiring the Company to, by December 16, 2013, prepare and file with the Securities and Exchange Commission (“SEC”) a registration statement or registration statements (as is necessary) covering the resale of all of the common stock, which registration statement(s) shall state that, in accordance with Rule 415 promulgated under the Securities Act, such Registration Statement also covers such indeterminate number of additional shares of common stock as may become issuable upon stock splits, stock dividends or similar transactions.
https://www.sec.gov/Archives/edgar/data/1373444/000149315216008988/form10-k.htm
600k Yearly Revs. LMAO So much for 17 MILLION.
Total revenue decreased by $112,417 to $ 689,824 during the year ended August 31, 2015, as compared to $802,241 in fiscal 2014. The overall decrease in revenue during fiscal 2015 as compared to fiscal 2014 is primarily attributable to lower revenue from subscriber base loss caused by new data center migration.
https://www.sec.gov/Archives/edgar/data/1373444/000149315216008988/form10-k.htm
Deficit UP to 5.7 MILLION. LOL.
https://www.sec.gov/Archives/edgar/data/1373444/000149315216008988/form10-k.htm
TALK filing with the coal powered EDGAR.
Heavy covering for the phantom shorts. LMAO!!!!!!!!!!!!!!!!!!!!
Battle for shares? 5 MILLION VOLUME. LMAO!!!!!!!!!!!!!!
The SEC has had question 3 DIFFERENT times. This WILL be suspended.
There will NOT be ANY filings today OR Monday.
SCUMBAG CEO had 1 COMPANY SEC REVOKED ALREADY
http://www.sec.gov/litigation/suspensions/2013/34-70375.pdf
Golly all OTHER COMPANIES could file today. Damn that TALK luck. lolZZZZZZZZZZZZZZ.
Of course EDGAR is instantaneous so THAT doesn't apply in ANY way.
Lots of REAL companies filed today. LMAO!!!!!!!!!!!!!!!!