On June 1, 2012, the Company and the Chief Executive Officer entered into an agreement whereby the Chief Executive Officer would be compensated for the Company’s exclusive use of his available credit with a lender. The compensation will be calculated based on the total advances from the lender or charges on the credit account for verified business expenses each month (“Total Usage”). The charge on the Total Usage will be calculated at an annualized interest rate of 5%.
On June 14, 2012, the Company entered into an agreement with an entity (“Finder”) to identify potential investors in connection with the Company’s convertible promissory note offering. The agreement provided for payment of cash fees for successful introduction of investors to the Company equal to 10% of the capital raised. Additionally, the Finder would receive an equity issuance of 10% of the securities or underlying securities issued or issuable in connection with the issuance of convertible debt or any similar financial instrument. Through the date of these financials, the Finder has not successfully introduced the Company to any investors.
On June 15, 2012, the Company awarded a consultant a total of 50,000 shares of common stock valued at $26,500. The shares of common stock were issued with vesting conditions such that the consultant will earn the shares of common stock awarded to him over a six-month term.
On June 20, 2012, the Company issued a convertible promissory note for $50,000 to an unrelated party. The convertible promissory note bears 4% interest, is convertible into the Company’s common stock at a $0.50 conversion price and matures on June 20, 2015. A total of 25,000 warrants were issued in connection with this financing. The warrants have a three-year term, are exercisable at a price of $0.50 and include a cashless exercise option
On July 1, 2012, the Company executed an asset purchase agreement to acquire certain domains, affiliate marketing contracts and advertising contracts owned by Rightmail Marketing, LLC, a Delware limited liability company (“Rightmail”), in exchange for a one-time issuance of 300,000 shares of common stock valued at $159,000.
On July 9, 2012, the Company awarded thirteen consultants working for the Company a total of 1,400,000 shares of common stock valued at $742,000. The shares of common stock were issued with vesting conditions such that the consultants will earn the shares of common stock awarded to them over a three-year term.
On August 22, 2012, the Company issued a convertible promissory note for $150,000 to an unrelated party. The convertible promissory note bears 4% interest, is convertible into the Company’s common stock at a $0.50 conversion price and matures on August 22, 2015. A total of 75,000 warrants were issued in connection with this financing. The warrants have a three-year term, are exercisable at a price of $0.50 and include a cashless exercise option.
On August 31, 2012, the Company issued a convertible promissory note for $250,000 to an unrelated party. The convertible promissory note bears 4% interest, is convertible into the Company’s common stock at a $0.50 conversion price and matures on August 31, 2015. A total of 125,000 warrants were issued in connection with this financing. The warrants have a three-year term, are exercisable at a price of $0.50 and include a cashless exercise option
On August 31, 2012, the Company and StreamTrack Media, Inc. (“StreamTrack”), a subsidiary of Lux, executed an asset purchase agreement whereby StreamTrack acquired substantially all of the assets and liabilities of the Company.