On October 6, 2016, the Company issued to GE Park, LLC (“GE Park”) a Convertible Promissory Note (the “Note”) in the original principal amount of $250,000 (the “Purchase Price”) which Note bears interest at 8% per annum and is compounded daily. The note was issued in exchange for expenses paid on the Company’s behalf by GE Park as of September 30, 2016. 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 Barry Brookstein’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 demand. 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.
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The principal balance of the Note may be prepaid at any time after 10 days’ prior written notice by the Company to Barry Brookstein by paying Barry Brookstein 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 130% multiplied the amount that the Company is prepaying. Notice of prepayment has to be provided two business days prior to prepayment date and prepayment much be received within twelve business days of the repayment notice. GE Park may convert the note in whole or in party at any time during the prepayment period.
On October 19, 2016, the Company issued to Apollo Capital Group, LLC (“Apollo Capital”) a Convertible Promissory Note (the “Note”) in the original principal amount of $220,000 (the “Purchase Price”) which Note bears interest at 12% per annum and is compounded daily. The Company sold the Note to Apollo Capital for $200,000 with $20,000 retained by Apollo Capital as an original issuance discount for due diligence and legal expenses related to the transaction. . Subsequent to September 30, 2016, the Company received $104,500. 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 April 18, 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 October 19, 2016, the Company issued to GHS Investments, LLC (“GHS Investments”) a Convertible Promissory Note (the “Note”) in the original principal amount of $97,500 (the “Purchase Price”) which Note bears interest at 12% per annum and is compounded daily. The Company sold the Note to GHS Investments for $75,000 with $22,500 retained by GHS Investments as an original issuance discount for due diligence and legal expenses related to the transaction. . Subsequent to September 30, 2016, the Company received $75,000. As a further inducement the Company will issue 90,000,000 shares of the Company’s stock on the first business day which is 180 calendar days from the execution of the agreement. 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 GHS Investments option, at any time beginning 180 days after the date of issuance at a 40% discount of by the lowest trading price for the Company’s common stock during the 25 trading day period prior to conversion (the “Conversion Price”). If at any time after the execution of this Note, the Company experiences a “DTC Chill,” the Conversion Price Discount shall be increased by five percent (5%). If at any time following the execution of this Note, the Company becomes ineligible to participate in the DTC’s “DWAC” system, the Conversion Price Discount will be increased by five percent (5%). Following any Event of Default, the Conversion Price discount shall be increased by ten percent (10%). All outstanding principal and accrued interest on the Note is due and payable on December 3, 2016 or within 48 business hours from the Company’s receipt of any financing or proceeds over $150,000 (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 prior to maturity.
C. Agreements
On October 17, 2016, the Company entered into a one month Advertisement Agreement with Worldwide Strategies, Inc. in exchange for $80,000 cash payment. Payment is due $40,000 upon the execution of the agreement and $40,000 paid over 4 weeks in equal installments
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