Subsequent Events

6 Months Ended

Jun. 30, 2015

Notes to Financial Statements

Note 17 - Subsequent Events

17.           Subsequent Events

On July 29, 2015 the Company, notified its stockholders of record that stockholders holding approximately 65% of the voting power have approved, by written consent in lieu of a special meeting on June 10, 2015 the following proposals:

Proposal 1	To amend the Articles of Incorporation to effect a reverse stock split of the common stock, $.001 par value, of the Company by a ratio of one-for-ten
Proposal 2	To change the domicile of the Company from Wyoming to Delaware
Proposal 3	To change the name of the Company to Fonon Corporation

The Company adopted of a new Certificate of Incorporation in place of its former Articles of Incorporation by written consent of our Board of Directors and the holders of a majority of our issued and outstanding voting securities in lieu of a special meeting. On May 7, 2015 our Board of Directors approved and, on June 10, 2015 the holders of a majority of our voting capital stock approved a change of name of the Company to Fonon Corporation, a change of the Company's domicile from Wyoming to Delaware and adoption of a new Certificate of Incorporation.

Stockholders who beneficially own an aggregate of 32,524,161 post reverse split adjusted shares of our Common Stock, or approximately 69% of the 46,570,000 issued and outstanding shares of our Common Stock are the “Consenting Stockholders” or 65% of our capital stock on a fully diluted basis.  The Consenting Stockholders have the power to vote all of their shares of our Common Stock, which number constitutes the majority of the issued and outstanding shares of our Common Stock.  The Consenting Stockholders have consented to the proposed action set forth herein and had and have the power to pass the proposed corporate action without the concurrence of any of our other stockholders.  On July 29, 2015 the Company’s board of directors authorized a 1:10 reverse split.  All shares herein are reflected post-split in accordance with SAB Topic 4C.

The par value of the Common Stock will not be changed in connection with the reverse split. The reverse split will be realized simultaneously and in the same ratio for all shares of the common stock. All holders of Common Stock will be affected uniformly by the Reverse Split, which will have no effect on the proportionate holdings of any of our stockholders, except for possible changes due to the treatment of fractional shares resulting from the Reverse Split. In lieu of issuing fractional shares, the Company will round up in the event a stockholder would be entitled to receive less than one share of Common Stock  as a result of the Reverse Split. In addition, the split will not affect any holder of Common Stock’s proportionate voting power (subject to the treatment of fractional shares), and all shares of Common Stock will remain fully paid and non-assessable. The number of authorized and issued shares of the Company’s various series of preferred stock will not be affected in any way by the Reverse Split. The reverse split resulted in the issuance of 145 shares of common stock being issued.

The Financial Regulatory Authority (“FINRA”) has notified us that for purposes of trading on the OTCQB that the Reverse Split and name change was effective August 20, 2015.

The following chart reflects the changes in our capital structure following the reverse split, the top row reflecting the pre-split capital structure and the bottom row reflecting the post-split capital structure:

Authorized Shares of Common Stock		Issued and Outstanding Shares		Reserved but Unissued		Available for Issuance
	500,000,000		465,700,000		0		34,300,000
	500,000,000		46,570,000		0		453,430,000

Reasons for the Reverse Split

The primary purpose for effecting the Reverse Split is to increase the number of available shares under the Stock Purchase Agreement to allow the Company to issue to Fonon Technologies an additional 65,000,000 shares of our common stock on a post-split basis split to achieve ownership by Fonon Technologies of 97,524,161 shares or 85% of the Company's 115,000,000 post-split issued and outstanding shares of capital stock on a fully diluted basis, which includes a warrant issued to Al Pietrangelo, former President of the Company, to purchase 12,500,000 shares of the Company's common stock for a period of two years at an exercise price of $0.001 per share.

The reverse split the number of authorized but unissued shares of our common stock relative to the number of issued shares of Common Stock will be increased. This increased number of authorized but unissued shares of common stock could be issued by the board without further stockholder approval, which could result in dilution to the holders of the common stock. The increased proportion of unissued authorized shares to issued shares could also, under certain circumstances, have an anti-takeover effect. For example, the issuance of a large block of common stock could dilute the ownership of a person seeking to effect a change in the composition of our board of directors or contemplating a tender offer or other transaction. The reverse split is not being proposed in response to any effort of which the company is aware to accumulate shares of common stock or obtain control of the Company.