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10/26/17 10:22 AM

#47369 RE: Civicbird #47368

If you read the 10k 3 things jump out

1) they admit to having sold off all of the inventory that is saleable

2) they took out a ton of convertible notes over the summer

3) they hired back Gary Tilden as a consultant

https://www.sec.gov/Archives/edgar/data/1399306/000159406217000243/form10k.htm

Inventory Adjustments:·

The Company conducted a physical inventory and determined they did not have any finished goods on hand. During the audit, management agreed that while there was potential for the inventory value to be realized, it was not likely, considering the Company was not making efforts to find new customers to sell the old outdated technology to, and current customers were only interested in certain items (items sold in 2017). Accordingly, the Company determined to conservatively allow for the slow-moving items that had little to no movement during the years ended March 31, 2017 and 2016.

On June 1, 2017, the Company entered into a Consulting Agreement with former President Gary Tilden. The term of this agreement is for a period of one year and is renewable with mutual consent. The Company has agreed to compensate Mr. Tilden $2,500 per month and any unpaid fees will accrue interest at 6% per year.


14. SUBSEQUENT EVENTS

On April 1, 2017, the Company entered into a Consulting Agreement with Hanson & Associates. The Company has agreed to pay Hanson & Associates a retainer of $15,000 for services performed for a period of three (3) months, and a fee of $5,000 per month thereafter. In addition, the Company shall issue $25,000 in SIML common shares. The stock is to be issued upon signing of the agreement and will be restricted for six (6) months, however, as of the date of this filing the shares have not yet been issued.

On April 7, 2017, the Company entered into a Consulting Agreement with Greg Rogers. The Company has agreed to pay Mr. Rogers a retainer of $10,500 and a monthly fee of $3,500. In addition, the Company shall issue $25,000 in SIML common shares, which, as of the date of this filing, have not yet been issued. The stock is to be issued upon signing of the agreement and will be restricted for six (6) months. As of the date of this filing, the Company has terminated the Consulting Agreement, and has agreed to issue $25,000 in shares as stipulated in the Agreement.

On April 27, 2017, the Company extended their Investor Relations Consulting Agreement with StockVest through August 1, 2017 and issued them an additional 80,000,000 shares of restricted common stock as compensation pursuant to the Agreement.

On April 20, 2017, the Company entered in a Convertible Promissory Note with Tri-Bridge Ventures LLC in the amount of $35,817 which was pursuant to an Assignment and Assumption Agreement, where Tri-Bridge Ventures, LLC purchased the debts of $20,000 owed to Carl Abrose and $15,817 owed to Frank Trapp. The note is unsecured, bears interest at 8% per annum, and matures on April 20, 2018.

On April 21, 2017, the Company entered in a Convertible Promissory Note with Tri-Bridge Ventures LLC in the amount of $20,000. The note is unsecured, bears interest at 8% per annum, and matures on January 21, 2018.

On May 24, 2017, Mr. Gary Tilden tendered his resignation as President, Chief Executive Officer and Secretary of the Company, effective June 1, 2017. The resignation did not involve any disagreement with the Company on any matter relating to the Company's operations, policies or practices. Mr. Tilden will continue assisting the Company pursuant to a Consulting Agreement effective June 1, 2017. Further, the Company issued Mr. Tilden 536,351 Preferred Series A Shares in exchange of accrued salary and expenses of $960,069. Additionally, Mr. Tilden returned 250 Series B Voting Preferred shares to the Company for cancellation, in addition to 121,590,909 common shares and the Company issued Mr. Tilden 747,208 Series A Preferred shares.

On May 24, 2017, Mr. Robert Stillwaugh was appointed the position of President, and Chief Executive Officer of the Company, effective June 1, 2017. Mr. Stillwaugh will be compensated under his Employment Agreement entered into on April 1, 2016, and will receive no additional compensation pursuant to his appointment.

On May 24, 2017, Mr. Mike Schatz was appointed the position as Secretary of the Company, effective June 1, 2017. Mr. Schatz will be compensated under his Employment Agreement entered into on April 1, 2016 and will receive no additional compensation pursuant to his appointment.

On June 1, 2017, the Company entered into a Consulting Agreement with former President Gary Tilden. The term of this agreement is for a period of one year and is renewable with mutual consent. The Company has agreed to compensate Mr. Tilden $2,500 per month and any unpaid fees will accrue interest at 6% per year.

Subsequent to March 31, 2017 the Company issued 3,013,670,147 shares of common stock in exchange for the conversion of convertible notes payable and accrued interest. The Company also exchanged 12,788 Preferred Series A shares for 191,832,324 Common Stock shares.