In August and September 2017, CF3 Enterprises, LLC (“CF3”) acquired claims against the Registrant for failure to pay promissory notes and breach of contracts, which totaled $1,037,238.88, from several persons (the “Claimants”) pursuant to claim purchase agreements, under which CF3 agreed with them that it would bring legal action against the Company seeking a judgment for that amount and would attempt to settle these claims pursuant to a judicially approved Settlement Agreement (the “Settlement Agreement”) and, if successful in so settling, would pay each of the Claimants a specified amount each month for seven months; the aggregate amounts to be paid each month vary from $1.00 to approximately $230,000.
Under the Settlement Agreement, the Registrant would be required monthly issue to CF3 a number of shares of the Registrant’s Common Stock (“Common Stock”) determined by dividing the aggregate amount of the payment that CF3 is obligated to pay to the Claimants for that month by the lowest price at which such common stock has sold during the previous 30 days, multiplied by discount rate of 50 percent, which is subject to adjustment in certain events. The number of shares of Common Stock that the Registrant may issue to CF3 on any date is limited by a provision in the Settlement Agreement to the effect that CF3 may not be the holder of more than 9.99% of Common Stock after such issuance. Because the number of shares to be issued is based upon the market price of the Common Stock, the total number of shares to be issued under the Settlement Agreement is indeterminable. The provisions of the Settlement Agreement require the Registrant to take action to increase the number of shares of its authorized common stock from 10,000,000,000 to 20,000,000,000 and the Registrant intends to take action so to do as quickly as practicable.
