Here are the conversions of Toxic Death Spiral Convertibles.
The Company has authorized 5 billion shares of $0.001 par value common stock, and 10,000,000 shares of $0.001 par value preferred stock.
Common Stock
On various dates between September 11, 2012 and September 15, 2012, the Company issued a total of 52,000,000 shares of common stock pursuant to a total of seven debt holders’ requests to convert outstanding debts in the cumulative amount of $26,114 on a partial conversion of a $100,000 promissory note that was originated on February 2, 2012 and was subsequently partially assigned to the seven debt holders on September 10, 2012, which consisted of $25,000 of principal and $1,114 of accrued interest. Of these shares, 47,647,669 shares were issued in excess of the conversion terms; therefore a loss of $107,372 has been recorded based on the closing price of the Company’s common stock on the date of grant.
On August 21, 2012, the Company issued a total of 52,000,000 shares of common stock pursuant to a total of ten debt holders’ requests to convert outstanding debts in the cumulative amount of $26,000 on a convertible note that was originated on January 23, 2012 and was subsequently assigned to the ten debt holders on February 10, 2012, which consisted of $25,000 of principal and $1,000 of accrued interest. Of these shares, 30,512,396 shares were issued in excess of the conversion terms; therefore a loss of $61,025 has been recorded based on the closing price of the Company’s common stock on the date of grant.
On various dates between July 30, 2012 and August 7, 2012, the Company issued a total of 20,500,000 shares of common stock pursuant to a total of five debt holders’ requests to convert outstanding debts in the cumulative amount of $21,169 on a promissory note that was originated on September 30, 2011 and was subsequently assigned to the five debt holders on June 2, 2012, which consisted of $20,000 of principal and $1,169 of accrued interest. Of these shares, 12,015,568 shares were issued in excess of the conversion terms; therefore a loss of $53,712 has been recorded based on the closing price of the Company’s common stock on the date of grant.
On July 16, 2012, the Company issued 8,833,333 shares of common stock pursuant to a debt holder’s request to convert an outstanding debt in the amount of $26,500, which consisted of $25,000 of principal and $1,500 of accrued interest. The note was converted in accordance with the conversion terms, therefore no gain or loss has been recorded.
On June 2, 2012, the Company issued 2,307,026 shares of common stock pursuant to a debt holder’s request to convert an outstanding debt in the amount of $26,000, which consisted of $25,000 of principal and $1,000 of accrued interest. The note was converted in accordance with the conversion terms, therefore no gain or loss has been recorded.
On June 1, 2012, the Company issued 2,025,974 shares of common stock pursuant to a debt holder’s request to convert an outstanding debt in the amount of $25,377, which consisted of $25,000 of principal and $377 of accrued interest. The note was converted in accordance with the conversion terms, therefore no gain or loss has been recorded.
On May 1, 2012, the Company granted 4,000,000 shares of S-8 common stock for consulting services. The fair value of the common stock was $110,000 based on the closing price of the Company’s common stock on the date of grant.
On May 1, 2012, the Company granted 1,000,000 shares of S-8 common stock for consulting services. The fair value of the common stock was $440,000 based on the closing price of the Company’s common stock on the date of grant.
On January 31, 2012, the Company granted 500,000 shares of restricted common stock for advertising services. The fair value of the common stock was $145,000 based on the closing price of the Company’s common stock on the date of grant.
On October 7, 2011 the Board of Directors approved a 5:1 stock split effective October 14, 2011 and increased the number of shares of common stock authorized from 90,000,000 to 200,000,000. The resulting stock split increased the Company’s issued and outstanding shares from 18,000,000 to 90,000,000 shares. The common stock split has been applied retrospectively as presented in these interim financial statements.
On February 14, 2010, the Company issued 90,000,000 founder’s shares, as adjusted to reflect the 5:1 stock split on October 14, 2011, at the par value of $0.001 in exchange for proceeds of $18,000.
Subscriptions Payable
On various dates between September 25, 2012 and September 29, 2012, the Company issued subscriptions payable in the total amount of $120,375, consisting of a total of 80,000,000 shares of common stock pursuant to a total of eight debt holders’ requests to convert outstanding debts in the cumulative amount of $28,378 on a partial conversion of a $35,000 promissory note that was originated on February 24, 2012 and was subsequently partially assigned to the eight debt holders on September 20, 2012, which consisted of $27,100 of principal and $1,278 of accrued interest. Of these shares, 75,270,252 shares were issued in excess of the conversion terms; therefore a loss of $91,997 has been recorded based on the closing price of the Company’s common stock on the date of grant.
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