On July 26, 2016, the Company issued to Apollo Management Group, LLC (“Apollo Capital”) a Convertible Promissory Note (the “Note”) in the original principal amount of $275,000 (the “Purchase Price”) which Note bears interest at 12% per annum and is compounded daily. The Company sold the Note to Apollo Capital for $250,000 with $25,000 retained by Apollo Management Group as an original issuance discount for due diligence and legal expenses related to the transaction. Subsequent to June 30, 2016 the Company received $52,250. The principal amount and accrued interest under the Note is convertible into the Company’s common stock, $0.001 par value (the “Common Stock”), at Apollo Capital’s option, at any time beginning 180 days after the date of issuance at a 50% discount of by the lowest trading price for the Company’s common stock during the 20 trading day period prior to conversion (the “Conversion Price”). All outstanding principal and accrued interest on the Note is due and payable on the maturity date, which date is January 25, 2017 (the “Maturity Date”). The conversion price is subject to adjustment in the event the Company sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any common stock or common stock equivalents entitling any person to acquire shares of Common Stock at an effective price per share that is lower than the conversion price in effect on the date of such issuance. In addition, the Conversion Price is subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events.
The principal balance of the Note may be prepaid at any time after 10 days’ prior written notice by the Company to Apollo Capital by paying Apollo Capital an amount equal to the Prepayment Percentage (as hereinafter defined) multiplied by the sum of the principal amount due, accrued interest and any other amounts due under the Note. The Prepayment Percentage is (i) 150% during the period beginning on the date the Note is issued and ending 90 days thereafter or (ii) 200% during the period beginning 91 days after the Note is issued and ending 180 days thereafter. After the expiration of the 180 days after the date the Note issued, the Company has no right of prepayment.
? On July 21, 2016, the Company issued to Chris Gingold a Promissory Note (the “Note”) in the original principal amount of $30,000 (the “Purchase Price”) which Note bears interest at 12% per annum and is compounded daily. In addition, 10,000,000 shares of common stock will be issued as additional interest on the note within five days of receipt of note proceeds. All outstanding principal and accrued interest on the Note is due and payable on the maturity date, which date is August 21, 2016 (the “Maturity Date”). If the loan is paid later than 30 days the following additional payments are due:
? If more than 30 days an additional 10,000,000 shares
? If more than 45 days additional 20,000,000 shares
? If more than 60 days additional 10,000,000 shares
? On August 10, 2016, the Company issued to Old Main Capital, LLC (“Ole Main Capital”) a Convertible Promissory Note (the “Note”) in the original principal amount of $222,222 (the “Purchase Price”) which Note bears interest at 8% per annum, (with the initial 6 months of interest being guaranteed upon the Issue Date) and is compounded daily. The Company sold the Note to Old Main Capital for $200,000 with $22,222 retained by Old Main Capital as an original issuance discount (“OID”) for due diligence and legal expenses related to the transaction. Old Main Capital will issue $50,000.00 of the Note (the “First Tranche”) within a reasonable amount of time of the full execution of the Note and related transactional documents. At the closing of the First Tranche, the outstanding principal amount under the Note will be $55,555.50, consisting of the First Tranche and $5,555.50 of the OID. Unless an event of default under the Note occurs, Old Main Capital shall fund the remainder of the $200,000 as follows: (i) $25,000.00 on the Friday of the third week following the funding of the First Tranche, (ii) $25,000.00 on the Friday of the sixth week following the funding of the First Tranche, (iii) $50,000.00 on the Friday of the tenth week following the funding of the First Tranche, (iv) $25,000.00 on the Friday of the twelfth week following the funding of the First Tranche, and (v) $25,000.00 on the Friday of the fifteenth week following the funding of the First Tranche. The principal amount and accrued interest under the Note is convertible into the Company’s common stock, $0.001 par value (the “Common Stock”), at Old Main Capital’s option, at any time beginning 180 days after the date of issuance at a 65% discount of by the lowest trading price for the Company’s common stock during the 30 trading day period prior to conversion (the “Conversion Price”). All outstanding principal and accrued interest on the Note is due and payable on the maturity date, which date is February 10, 2017 (the “Maturity Date”). The conversion price is subject to adjustment in the event the Company sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any common stock or common stock equivalents entitling any person to acquire shares of Common Stock at an effective price per share that is lower than the conversion price in effect on the date of such issuance. In addition, the Conversion Price is subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events.
The Note may not be prepaid in whole or in part except as otherwise explicitly set forth in the Note. Any amount of principal or interest on the Note, which is not paid by the Maturity Date, shall bear interest at the rate of the lesser of (i) twenty four percent (24%) per annum or (ii) the maximum amount allowed by law, from the due date thereof until the same is paid.
C. Agreements
On July 29 2016, the Company entered into a one year Consulting and Representation Agreement with Corporate Adds, LLC in exchange for 50,000,000 shares of the Company common stock and $25,000 cash payment.
