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Note 16 - Subsequent Events
12 Months Ended
Dec. 31, 2017
Notes  
Note 16 - Subsequent Events

NOTE 16 – SUBSEQUENT EVENTS

 

We have evaluated all events that occurred after the balance sheet date through the date when our financial statements were issued to determine if they must be reported.  Management has determined that other than as disclosed below, there were no additional reportable subsequent events to be disclosed.

 

Capital Activity

 

Since December 31, 2017, Kae Yong Park, a significant shareholder, and her spouse, Howard R. Baer, have made additional advances to the Company of $70,500, have received repayments of $7,000 leaving a balance due of $1,355,857 at April 2, 2018. These advances are secured by certain Company assets, including all of its internet domain names, websites and related assets. Of the $52,000 advanced in 2018, the $50,000 advanced on March 29, 2018 is secured by the company’s interest in Crush Mobile, bears interest at 8%  and is payable on June 30, 2018.

 

Since December 31, 2017, John S. Lemak, a significant shareholder, has made additional advances to the Company of $65,000 leaving a balance due of $772,936 at April 2, 2018. These advances generally bear interest at the rate of 8% and are secured by certain Company assets, including certain of its internet domain names, websites and related assets. Of the $65,000 advanced in 2018, the $25,000 advanced on March 29, 2018 is secured by the company’s interest in Crush Mobile (pari passu with Park/Baer), bears interest at 8% and is payable on June 30, 2018.

 

Notes Payable

 

On January 10, 2018, the Company issued a convertible promissory note in the principal amount of $100,000 for a purchase price of $90,000.

 

Equity Transactions

 

On January 10, 2018, the Company issued 106,500 shares of the Company’s commons stock to a vendor as settlement of a payable balance of $5,219.

 

On January 8, 2018, the Company issued 300,000 shares of the Company’s commons stock valued at $23,400 as a commitment fee to a prospective investor.

 

On January 8, 2018, the Company issued an aggregate 7,904,000 shares of the Company’s common stock in connection with the closing of the Crush Mobile acquisition described below.

 

As of January 8, 2018, the Company owed 500,000 shares of the Companys common stock to Tumbleweed Holdings pursuant to their prior settlement agreement.

 

On February 16, 2018, the Company issued 500,000 shares of the Company’s common stock pursuant to a consulting contract.

 

Business Acquisition

 

In May 2017, we signed a non-binding memorandum of terms to acquire Crush Mobile. On August 8, 2017, the company entered into a definitive agreement to acquire all the outstanding membership interests of Crush Mobile, LLC, which was amended by Amendment No. 1 dated January 4, 2018 (as amended, the “Agreement”). As reported in the Company’s form 8-K filed with the SEC on January 10, 2018, the Crush acquisition was closed January 8, 2018. Under the terms of the Agreement, the company acquired all the outstanding membership interests of Crush Mobile, in exchange for an aggregate of approximately 8 million shares of common stock, plus $80,000 in cash, payable within one year of closing. The Company also agreed to piggy-back registration rights with respect to the shares of common stock issuable to the sellers in connection with the acquisition. Effective February 1, 2018, the company has engaged Crush Mobile current CEO, Sonya Kreizman, and Yosi Shemesh, as consultants. Ms. Kreizman and Mr. Shemesh will be paid $7,000 and $6,500 per month, respectively for their services.