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Re: surfkast post# 24583

Sunday, 02/07/2010 3:21:10 PM

Sunday, February 07, 2010 3:21:10 PM

Post# of 30643
Here is some info from a past 10 - Q.
Their only business appears to be issuing shares...

On September 2, 2008, the Company issued 3,000,000 shares of common stock to an officer of the Company in exchange for consulting services rendered totaling $10,500. The shares were valued at the fair value of the shares of common stock on the grant date.

On September 4, 2008, the Company issued 3,600,000 warrants to purchase shares of common stock to a shareholder in exchange as incentive to invest totaling $13,678. The warrants were valued using the Black Scholes model. The assumptions used for the calculation was an exercise price of $0.015, an expected term of 7 years, volatility of 297% and a risk free interest rate of 3.21%.

On September 15, 2008, the Company issued 8,968,310 shares of common stock to a noteholder Company in exchange for the conversion of debt totaling $8,968. The shares were converted at a rate of $0.001 per share. The fair value of the common stock was $0.006 as of the grant date. The difference between the fair value and the conversion rate was $44,842 and recorded as a financing expense which is included with interest expense. The fair value of the shares issued was $53,810.

On May 1, 2008, the Company was served with a summons and complaint in an action for the repayment of a debt owed to its former legal counsel in the amount of $33,786 which the Company has carried as a payable on its financial statements. Also on May 1, 2008, the Company and the Creditor entered into a settlement agreement in which the creditor agreed to dismiss the Action, release the Company from any further obligations to the Creditor, plus all accrued interest, through the issuance of 15,357,273 shares of the Company's common stock to the Creditor at a price of $0.0022 per share, pursuant to a court order. On May 2, 2008, the court approved the settlement. On May 7, 2008 and May 19, 2008, in accordance with the Settlement Agreement and the Order, the Company instructed its transfer agent to issue 9,000,000 and 6,357,273 shares of unrestricted common stock according to the instructions of the Creditor.

The fair value of the common stock was $0.029 as of the grant date and the difference between the fair value and the conversion rate was $411,575 and recorded as a litigation expense which is included as other expense

On October 20, 2008, the Company issued 1,000,000 shares to Robert Genesi, a director and former officer of the Company, for services rendered to the Company.

On October 20, 2008, the Company issued 1,000,000 shares to Richard Shykora, an officer of the Company, for services rendered to the Company.

On October 20, 2008, the Company issued 5,000,000 shares to an entity for public relations and market awareness.

On October 20, 2008, the Company issued 20,000,000 shares to Robert Genesi, a director and former officer of the Company, for employment services as a former officer of the Company.

On October 20, 2008, the Company issued 20,000,000 shares to Richard Shykora, an officer of the Company, as part of his employment agreement.

On October 20, 2008, the Company issued 1,558,891 shares to MSK Holdings, an entity owned and controlled by an officer of the Company for cash received in August 2008.

On November 10, 2008, the Company executed a secured promissory note for $13,500 with an entity. The loan bears interest of 13% per annum and is due upon demand. The loan is secured by 50,000 shares of Class B common stock which was pledged by Richard Shykora. On November 12, 2008, the Company received net proceeds of $10,000. The difference of $3,500 was used to pay for legal costs.

On November 13, 2008, the Company issued 11,000,000 shares to two individuals for consulting services totaling $31,900.

On May 1, 2008, the Company was served with a summons and complaint in an action for the repayment of a debt owed to its former legal counsel in the amount of $33,786 (the "Debt") which the Company has carried as a payable on its financial statements. This obligation was transferred to Corporate Debt Solutions, Inc. (the "Creditor"). This action was brought by the Creditor against the Company in the Circuit Court of the Twelfth Judicial Circuit, Sarasota County, Florida (the "Court"), Case Number 2008-CA-006952-NC, and asserted failure to pay the Debt, plus sums due for interest (the "Action"). Also on May 1, 2008, the Company and the Creditor entered into a settlement agreement (the "Settlement Agreement") in which the creditor agreed to dismiss the Action, release the company from any further obligations to the Creditor, plus all accrued interest, through the issuance of 15,357,273 shares of the Company's common stock to the Creditor at a price of $0.0013 per share, pursuant to a court order (the "Order"), in a manner intended to be exempt from the registration provisions of the Securities Act of 1933, as amended (the "Act"), pursuant to Section 3(a)(10) of the Act. On May 2, 2008, the Court held a "fairness" hearing with respect to the Settlement Agreement, pursuant to
Section 3(a)(10) of the Act. On May 2, 2008, the Court issued the Order, approving the Settlement Agreement and determining that the Settlement Agreement was "fair" within the meaning of section 3(a)(10) of the Act. The Court further ordered that the issuance of the Company's common stock to the Creditor pursuant to the Settlement Agreement and the resale of such shares by the Creditor, "assuming satisfaction of all other securities laws and regulations," will be exempt from registration under the Act pursuant to
Section 3(a)(10).

On May 7, 2008, in accordance with the Settlement Agreement and the Order, the Company instructed its transfer agent to issue 9,000,000 shares of unrestricted common stock according to the instructions of the Creditor. On May 19, 2008, the Company issued the remaining balance of 6,357,273 shares of common stock.

On August 1, 2008, the Company received $5,670 from an entity owned and controlled by an officer of the Company which was recorded as common stock subscribed. The shares were issued on October 20, 2008 and the common stock subscribed was increased by $5,670.

On August 6, 2008, the Company issued 833,000 shares of common stock to a noteholder of the Company in exchange for the conversion of debt totaling $10,970. The shares were converted at a rate of $0.013 per share.

On August 6, 2008, the Company issued 4,000,000 shares of common stock to an individual in exchange for consulting services rendered totaling $48,000. The shares were valued at the fair value of the shares of common stock on the grant date.

On August 6, 2008, the Company issued 833,000 shares of common stock to an individual in exchange for consulting services rendered totaling $9,996. The shares were valued at the fair value of the shares of common stock on the grant date.

On August 7, 2008, the Company received $8,348 from an entity owned and controlled by an officer of the Company which was recorded as common stock subscribed. The shares were issued on October 20, 2008 and the common stock subscribed was increased by $8,348.

On August 14, 2008, the Company issued 700,000 shares of common stock to an individual in exchange for consulting services rendered totaling $6,300. The shares were valued at the fair value of the shares of common stock on the grant date.

On August 26, 2008, the Company issued 21,002,510 shares of common stock to a noteholder of the Company in exchange for the conversion of debt totaling $21,003. The shares were converted at a rate of $0.001 per share. The fair value of the common stock was $0.0035 as of the grant date and the difference between the fair value and the conversion rate was $52,506 and recorded as a financing expense which is included with interest expense. The fair value of the shares issued was $73,509.

On September 1, 2008, the Company issued 4,000,000 shares of common stock to an individual in exchange for consulting services rendered totaling $10,000. The shares were valued at the fair value of the shares of common stock on the grant date.

On September 2, 2008, the Company issued 3,000,000 shares of common stock to an officer of the Company in exchange for consulting services rendered totaling $10,500. The shares were valued at the fair value of the shares of common stock on the grant date.

On September 4, 2008, the Company issued 3,600,000 warrants to purchase shares of common stock to a shareholder in exchange for consulting services rendered totaling $13,678. The warrants were valued using the Black-Scholes model. The assumptions used for the calculation was an exercise price of $0.015, an expected term of 7 years, volatility of 297% and a risk free interest rate of 3.21%.

On September 15, 2008, the Company issued 8,968,310 shares of common stock to a noteholder Company in exchange for the conversion of debt totaling $8,968. The shares were converted at a rate of $0.001 per share. The fair value of the common stock was $0.006 as of the grant date and the difference between the fair value and the conversion rate was $44,842 and recorded as a financing expense which is included with interest expense. The fair value of the shares issued was $53,810.

On August 1, 2008, the Company received $5,670 from an entity owned and controlled by an officer of the Company which was recorded as common stock subscribed. The shares were issued on October 20, 2008 and the common stock subscribed was increased by $5,670.

On August 6, 2008, the Company issued 833,000 shares of common stock to a noteholder of the Company in exchange for the conversion of debt totaling $10,970. The shares were converted at a rate of $0.013 per share.

On August 6, 2008, the Company issued 4,000,000 shares of common stock to an individual in exchange for consulting services rendered totaling $48,000. The shares were valued at the fair value of the shares of common stock on the grant date.

On August 6, 2008, the Company issued 833,000 shares of common stock to an individual in exchange for consulting services rendered totaling $9,996. The shares were valued at the fair value of the shares of common stock on the grant date.

On August 7, 2008, the Company received $8,348 from an entity owned and controlled by an officer of the Company which was recorded as common stock subscribed. The shares were issued on October 20, 2008 and the common stock subscribed was increased by $8,348.

On August 14, 2008, the Company issued 700,000 shares of common stock to an individual in exchange for consulting services rendered totaling $6,300. The shares were valued at the fair value of the shares of common stock on the grant date.

On August 26, 2008, the Company issued 21,002,510 shares of common stock to a noteholder of the Company in exchange for the conversion of debt totaling $21,003. The shares were converted at a rate of $0.001 per share. The fair value of the common stock was $0.0035 as of the grant date and the difference between the fair value and the conversion rate was $52,506 and recorded as a financing expense which is included with interest expense. The fair value of the shares issued was $73,509.

On September 1, 2008, the Company issued 4,000,000 shares of common stock to an individual in exchange for consulting services rendered totaling $10,000. The shares were valued at the fair value of the shares of common stock on the grant date.

On September 2, 2008, the Company issued 3,000,000 shares of common stock to an officer of the Company in exchange for consulting services rendered totaling $10,500. The shares were valued at the fair value of the shares of common stock on the grant date.

On September 4, 2008, the Company issued 3,600,000 warrants to purchase shares of common stock to a shareholder in exchange for consulting services rendered totaling $13,678. The warrants were valued using the Black-Scholes model. The assumptions used for the calculation was an exercise price of $0.015, an expected term of 7 years, volatility of 297% and a risk free interest rate of 3.21%.

On September 15, 2008, the Company issued 8,968,310 shares of common stock to a noteholder Company in exchange for the conversion of debt totaling $8,968. The shares were converted at a rate of $0.001 per share. The fair value of the common stock was $0.006 as of the grant date and the difference between the fair value and the conversion rate was $44,842 and recorded as a financing expense which is included with interest expense. The fair value of the shares issued was $53,810.

On August 1, 2008, the Company received $5,670 from an entity owned and controlled by an officer of the Company which was recorded as common stock subscribed. The shares were issued on October 20, 2008 and the common stock subscribed was increased by $5,670.

On August 6, 2008, the Company issued 833,000 shares of common stock to a noteholder of the Company in exchange for the conversion of debt totaling $10,970. The shares were converted at a rate of $0.013 per share.

On August 6, 2008, the Company issued 4,000,000 shares of common stock to an individual in exchange for consulting services rendered totaling $48,000. The shares were valued at the fair value of the shares of common stock on the grant date.

On August 6, 2008, the Company issued 833,000 shares of common stock to an individual in exchange for consulting services rendered totaling $9,996. The shares were valued at the fair value of the shares of common stock on the grant date.

On August 7, 2008, the Company received $8,348 from an entity owned and controlled by an officer of the Company which was recorded as common stock subscribed. The shares were issued on October 20, 2008 and the common stock subscribed was increased by $8,348.

On August 14, 2008, the Company issued 700,000 shares of common stock to an individual in exchange for consulting services rendered totaling $6,300. The shares were valued at the fair value of the shares of common stock on the grant date.

On August 26, 2008, the Company issued 21,002,510 shares of common stock to a noteholder of the Company in exchange for the conversion of debt totaling $21,003. The shares were converted at a rate of $0.001 per share. The fair value of the common stock was $0.0035 as of the grant date and the difference between the fair value and the conversion rate was $52,506 and recorded as a financing expense which is included with interest expense. The fair value of the shares issued was $73,509.

On September 1, 2008, the Company issued 4,000,000 shares of common stock to an individual in exchange for consulting services rendered totaling $10,000. The shares were valued at the fair value of the shares of common stock on the grant date.

On September 2, 2008, the Company issued 3,000,000 shares of common stock to an officer of the Company in exchange for consulting services rendered totaling $10,500. The shares were valued at the fair value of the shares of common stock on the grant date.

On September 4, 2008, the Company issued 3,600,000 warrants to purchase shares of common stock to a shareholder in exchange for consulting services rendered totaling $13,678. The warrants were valued using the Black-Scholes model. The assumptions used for the calculation was an exercise price of $0.015, an expected term of 7 years, volatility of 297% and a risk free interest rate of 3.21%.

On September 15, 2008, the Company issued 8,968,310 shares of common stock to a noteholder Company in exchange for the conversion of debt totaling $8,968. The shares were converted at a rate of $0.001 per share. The fair value of the common stock was $0.006 as of the grant date and the difference between the fair value and the conversion rate was $44,842 and recorded as a financing expense which is included with interest expense. The fair value of the shares issued was $53,810.






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