re: filing from IDGI today...
As of June 30, 2007, the Company’s consolidated cash balance was $301,765. Outstanding debt as of June 30, 2007 totaled $6,064,000 including approximately $3,770,000 in pre-acquisition debt.
The Company’s working capital deficit as of June 30, 2007 was $5,365,961.
S2 has been operated as a private company that is not subject to Sarbanes-Oxley regulations and, therefore, may lack the financial controls and procedures of public companies.
On April 3, 2007, INCA issued a Single Payment Promissory Note to Michael J. Rosenblatt for $100,000. The note accrues interest at a rate of 15% per annum and is due on April 2, 2008.
In conjunction with the Acquisition on May 21, 2007, INCA assumed and reissued a Convertible Promissory Note with an effective date of November 20, 2006 to George D. Schaefer in the amount of $100,000 with a due date of May 15, 2007 (the “Note”). The due date of the Note was verbally extended by mutual agreement of the parties to September 30, 2007. The Note is convertible into shares of INCA’s common stock at a forty percent discount to the market price of the Company’s common stock or $0.50 per share, whichever is lower. The Note contains 4.99% ownership cap provisions. In conjunction with the Note, the Company issued Warrants to purchase 200,000 shares of common stock of INCA for an exercise price of $0.50 per share. The Warrants expire on October 31, 2009. The shares underlying the Note and the Warrants are covered under a registration rights agreement.
In conjunction with the Acquisition on May 21, 2007, INCA assumed and reissued a Convertible Promissory Note with an effective date of November 20, 2006 to Ronald B. and Kathleen A Johnson in the amount of $125,000 with a due date of May 15, 2007 (the “Note”). The due date of the Note was verbally extended by mutual agreement of the parties to September 30, 2007. The Note is convertible into shares of INCA’s common stock at a forty percent discount to the market price of the Company’s stock or $0.50 per share, whichever is lower. The Note contains 4.99% ownership cap provisions. In conjunction with the Note, the Company issued Warrants to purchase 250,000 shares of common stock of INCA for an exercise price of $0.50 per share. The Warrants expire on October 31, 2009. The shares underlying the Note and the Warrants are covered under a registration rights agreement.
In conjunction with the Acquisition on May 21, 2007, INCA assumed and reissued a Convertible Promissory Note with an effective date of November 20, 2006 to John L. Coleman in the amount of $100,000 with a due date of September 30, 2007 (the “Note”). The note is convertible into shares of INCA’s common stock at a forty percent discount to the market price of the Company’s stock or $0.50 per share, whichever is lower. The Note contains 4.99% ownership cap provisions. In conjunction with the Note, the Company issued Warrants to purchase 200,000 shares of common stock of INCA for an exercise price of $0.50 per share. The Warrants expire on October 31, 2009. The shares underlying the Note and the Warrants are covered under a registration rights agreement.
In conjunction with the Acquisition on May 21, 2007, INCA assumed and reissued a Convertible Promissory Note with an effective date of May 16, 2006 to George D. Schaefer in the amount of $100,000 with a due date of October 31, 2007. The note is convertible into shares of INCA’s common stock at a forty percent discount to the market price of the Company’s stock or $0.50 per share, whichever is lower. The Note contains 4.99% ownership cap provisions. In conjunction with the Note, George D. Schaefer was issued Warrants to purchase 200,000 shares of common stock of S2 New York for an exercise price of $0.50 per share. The Warrants expire on October 31, 2009. The shares underlying the Note and the Warrants are covered under a registration rights agreement.
In conjunction with the Acquisition on May 21, 2007, INCA assumed and reissued a Convertible Promissory Note with an effective date of May 16, 2006 to Robert J. Smith in the amount of $75,000 with a due date of October 31, 2007. The note is convertible into shares of INCA’s common stock at a forty percent discount to the market price of the Company’s stock or $0.50 per share, whichever is lower. The Note contains 4.99% ownership cap provisions. In conjunction with the Note, Robert J. Smith was issued Warrants to purchase 150,000 shares of common stock of INCA for an exercise price of $0.50 per share. The Warrants expire on October 31, 2009. The shares underlying the Note and the Warrants are covered under a registration rights agreement.
On June 20, 2007, INCA issued a Convertible Promissory Note to Plato & Associates, LLC for $200,000 with a due date of June 20, 2008. The note is convertible into shares of INCA’s common stock at a forty percent discount to the market price of the Company’s stock or $0.50 per share, whichever is lower. The Note contains 4.99% ownership cap provisions. The shares underlying the Note are covered under a registration rights agreement.
On June 20, 2007, INCA issued a Convertible Promissory Note to Golden Ventures, LLC for $200,000 with a due date of June 20, 2008. The note is convertible into shares of INCA’s common stock at a forty percent discount to the market price of the Company’s stock or $0.50 per share, whichever is lower. The Note contains 4.99% ownership cap provisions. The shares underlying the Note are covered under a registration rights agreement.
In October 2007, INCA issued a Convertible Promissory Note to Plato & Associates, LLC for $50,000 with a due date of June 20, 2008. The note is convertible into shares of INCA’s common stock at a forty percent discount to the market price of the Company’s stock or $0.50 per share, whichever is lower. The Note contains 4.99% ownership cap provisions. The shares underlying the Note are covered under a registration rights agreement.
In October 2007, INCA issued a Convertible Promissory Note to Golden Ventures, LLC for $50,000 with a due date of June 20, 2008. The note is convertible into shares of INCA’s common stock at a forty percent discount to the market price of the Company’s stock or $0.50 per share, whichever is lower. The Note contains 4.99% ownership cap provisions. The shares underlying the Note are covered under a registration rights agreement.
In connection with the Acquisition, INCA entered into employment agreements with Stacy Josloff to serve as Chief Executive Officer and Chief Financial Officer and with Stephanie Hirsch to serve as President and Secretary. The initial terms of the agreements are five years, with an option to renew for an additional five-year period. Pursuant to the agreements, Josloff and Hirsch are to receive an annual base salary of $65,000. In addition to the base salary, Josloff and Hirsch are eligible for an annual bonus payment at the end of each fiscal year. The bonus is granted in the sole discretion of the Company’s board of directors and is based upon the Company’s performance and productivity. Bonus compensation may be paid to Josloff and Hirsch in the form of cash, stock options, or a combination thereof. Josloff and Hirsch are eligible for insurance benefits, reasonable expenses, and five (5) weeks of paid vacation in each calendar year.
Immediately following the closing of the Acquisition, under the terms of the Securities Exchange Agreement, INCA assumed subordinated convertible promissory notes previously issued by S2 (the “S2 Notes”) in the aggregate principal amount of $500,000, which, if and when converted, will convert into shares of INCA’s common stock. In association with the assumption of the S2 Notes, INCA issued an aggregate of 1,000,000 common stock purchase warrants to the holders of the convertible promissory notes which warrants were substituted for like warrants previously issued by S2. The warrants are exercisable for three years at an exercise price of $.50 per share and expire on October 31, 2009.
· Immediately following the closing of the Acquisition, an aggregate of $680,650 in INCA debt was converted by non-affiliates into 26,063,750 shares of its Common Stock at a conversion ratio of $.026 per share.
The 26,000,000 shares of INCA’s common stock issued to the former S2 Shareholders in connection with the Acquisition and the common stock purchase warrants issued to purchase 1,000,000 shares of INCA’s common stock were not registered under the Securities Act of 1933, as amended (the “Act”), in reliance upon the exemption from registration provided by Section 4(2) of the Act and Regulation D promulgated under that section, which exempt transactions by an issuer not involving any public offering. These securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. Certificates representing these shares contain a legend stating the same. The 26,063,750 shares of INCA’s common stock issued for conversion of debt were issued pursuant to an exemption from the registration provisions of the Act by reason of Section 4(2) of the Act
News 
Market Data 
Discover 
