XML 48 R15.htm IDEA: XBRL DOCUMENT v3.3.0.814
SUBSEQUENT EVENTS
3 Months Ended
Mar. 31, 2015
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 10-              SUBSEQUENT EVENTS

 

The Company received $50,000 at $0.03 per share (1,666,667 shares) in March 2015 under a subscription agreement with a company. The common shares have not been issued as of the date of this   report.

 

On April 6, 2015, the Company entered into a consulting agreement for services rendered for the period up to August 15, 2015.  Services provided   will be related to corporate planning and development in exchange for 1,250,000 shares of common stock.  Upon execution of this agreement the   stock had a value of $53,750 ($0.043 per share).

 

On April 8, 2015, the Company entered into a 10% convertible redeemable note payable with an investor in the amount of $53,000. The gross amount of the note is $53,000, with net proceeds received of $50,000. The $3,000 represents legal fees. This note matures on April 8, 2016.

 

The investor is entitled, at its option, at any time, to convert all or any amount of the principal face amount of the note, then outstanding into shares of the Company’s common stock at a price for each share of common stock equal to 60% of the lowest trading price of the Company’s common stock as reported on the OTCQB for the twenty prior trading days including the day upon which a notice of conversion is delivered.

 

The note may be prepaid at any time during the period beginning on the Issue Date and ending on the date which is three (3) months following the Issue Date (“Prepayment Termination Date”), Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written notice to the Holder of this Note, to prepay the outstanding balance on this Note (principal and accrued interest), in full.

 

After the Prepayment Termination Date, the Borrower shall have no right to prepay this Note. For purposes hereof, the “Prepayment Factor” shall equal one hundred and fifty percent (150%), provided that such Prepayment factor shall equal one hundred and twenty percent (120%) if the Optional Prepayment Date occurs on or before the date which is three (3) months following the Issue Date hereof.

 

On April 17, 2015, the Company entered in to an agreement with Maxim Group LLC ("Maxim") to provide general financial advisory and investment banking services in exchange for 2.5% of the issued and outstanding stock at the date of execution.  The number of shares of common stock issued and outstanding was 276,352,667. At that date 2.5% of the issued and outstanding common stock equaled 6,908,817 shares.  The Company also agreed upon execution and monthly thereafter pay to Maxim the fee of $5,000.

 

On April 22, 2015 the Company repaid a 10% convertible note to an investor in the amount of $27,778.  The note was issued on February 4, 2015. The initial funding was in the gross amount of $27,500, with net proceeds received of $25,000. The $2,500 represented Original Issue Discount. The maturity date of this note was two years from the date that each tranche is paid. The note was convertible at the lesser of $0.065 or   60% of the lowest trade price in the 25 trading days previous to the   conversion.

 

The Company repaid this note within 90 days from the effective date (the date the Company received the cash) of the note at no additional interest charge. The investor had the right to convert at any time after the effective date of this note. The addition $2,778 payment was calculated as a proration of the total original issue discount sum of all tranches of the loan ($25,000) multiplied by the total net proceeds available ($225,000) divided by total principal sum of all tranches ($250,000).

 

In May 2015, the Company issued 5,250,000 shares for advisory services valued at $157,500 ($0.03 per share) to various companies, 750,000 shares  of common stock in conversion of accounts payable of $22,500 ($0.03 per share) related to the outstanding invoice for the purchase of our inventory; and 300,000 shares of common stock valued at $9,000 ($0.03 per share) to a former noteholder ("Iconic") as part of an Assignment and Assumption Agreement dated May 7, 2015 as described in the following  paragraph.

 

On May 6, 2015 the Company issued 14,833,999 private placement common shares for $445,020 to various investors. The Company also issued 22,150,000 shares of common stock for consulting services at a value of $3,101,000 ($0.14 per share.) The Company also issued 3,750,000 shares of common stock to an advisory board member at a value of $525,000 and 2,000,000 shares of common stock to a director at a value of $280,000 ($0.14 per share).

 

On May 7, 2015, Iconic ("Assignor") entered into a note payable agreement with the Company on February 9, 2015 in the amount of $110,000. This note was assigned to M Capital Partners LLC in consideration for a payment of $145,000 by M Capital Partners LLC to Iconic. The Company still owes the entire $110,000 note, however, the note holder is M Capital Partners LLC. As a result of this assignment, the Company as noted above issued 300,000 shares of common stock to Iconic.

 

On May 11, 2015 the Company formed two wholly owned subsidiaries to conduct non-eCigarette related business by way of holding medical device and other related intellectual property for the future development of for-profit activates and/or partnerships. Currently neither of these entities holds any assets, carry any liabilities nor hold any intellectual property.