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SUBSEQUENT EVENTS
3 Months Ended
Mar. 31, 2016
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

Corporate Matters

 

On April 6, 2016, Mr. Shinsuke Nakano assumed the position of Director, Chairman of the Board ("Chairman") and Chief Executive Officer ("CEO"); and the Company appointed Mr. Takehiro Abe to the position of Chief Operating Officer ("COO") and Director ("Board Member"). The outgoing CEO, Mr. Seth M. Shaw, continues to serve the Company as its Interim Chief Financial Officer ("Interim CFO") and as a Director.

 

Shinsuke Nakano, 33, is based in Tokyo, Japan and is the founder of AXS Company, Ltd., a successful company dedicated to production of infomercials and TV programs. Thereafter, Mr. Nakano focused on venture capital, and founded White Fox, Co. Ltd. in Japan and launched the Alternative Wall Street Academy ('AWA"), in September, 2015. Mr. Nakano currently has academies in nine cities throughout Japan and is now looking to replicate this business model in the US.

 

On May 23, 2016 the Company filed with the Secretary of State for the State of Nevada, the amendment to its state corporate charter to change the name of the company to White Fox Ventures, Inc. (“White Fox”) to better reflect the new direction of the business and to effect a 100:1 reverse stock split. The Company will file the necessary documents with FINRA requesting these items as well as request a new ticker symbol.

 

White Fox Ventures Inc.

 

In an agreement dated as of April 1, 2016, the Company acquired White Fox Ventures Inc. for in an undetermined amount of shares equating 85% of the total authorized capital of the Company.  White Fox Ventures Inc., a Nevada Corporation possesses an exclusive License Agreement with White Fox Co. Ltd, Japan. Since the license agreement only stipulated a royalty fee on sales, White Fox Ventures Inc. did not record a value to the agreement. When the Company was completing its due diligence on this acquisition, they determined that the agreement and acquisition were not in the best interests of the Company at this time. The parties are working on an alternative structure at this time. As a result of this, the agreement has been rescinded on May 6, 2016, as noted in 8k filed with the SEC on May 16, 2016. The principal of White Fox Ventures Inc. Mr. Shinsuke Nakano and investors had invested $196,557 into the Company in the form of payment of various settlements and invoices outstanding. The investment is treated as private placement at $0.0001, whereby the Company, on May 10, 2016, issued to Mr. Nakano and the investors 1,965,570,000 shares of common stock, which will represent about 71.7% of the shares issued and outstanding at the time the agreement was rescinded. In addition, Mr. Nakano for his investment was named as the Chief Executive Officer of the Company and the Chairman of the Board and Mr. Abe was appointed to the positions of Chief Operating Officer ("COO") and Director ("Board Member".) Then an additional $65,000 was funded the following week in which 650,000,000 shares are due for that amount.

 

Accounts Payable Settlements

 

On April 4, 2016, the Company issued 55,000,000 common shares to a related party for the settlement of payments made on behalf of the Company.  The Company will recognize a loss on debt conversion for the amount in excess of the closing stock price on the day of issuance over the value of the liabilities settled in the amount of $12,500 (55,000,000 shares at $0.001.)

 

On April 26, 2016, the Company agreed to settle an outstanding debt with a vendor on an outstanding balance of $120,094 for 35,000,000 shares of Company common stock and $10,000 in cash. 

 

On May 17, 2016, the Company issued 39,500,000 common shares to a related party for the settlement of notes, in the amount of $65,716. The Company will record a gain on debt conversion for the value in excess of the closing price of the stock on the day of issuance in the amount of $38,066 (39,500,000 shares at $0.0007.)

 

Share Issuances

 

On April 4, 2016, the Company issued 55,000,000 shares to settle an outstanding liability of $42,500 owed to a related party for debts paid on behalf of the Company ($0.001 per share.) The Company will record a loss on the conversion of debt in the amount of $12,500 on this issuance.

 

On April 11, 2016 the Company issued 20,000,000 shares of common stock to holder of a convertible note dated June 8, 2015.  The noteholder converted $2,030 of principal only for the shares.  The applicable conversion price was $0.0001015.  

 

On April 15, 2016, the Company issued 50,000,000 common shares pursuant to a settlement agreement entered into on March 30, 2016, concerning trademark litigation with plaintiff, Breathe LLC (a Florida organization.) Share issuance to be recorded at the closing price of the stock as of the day the Company entered into the settlement agreement in the amount of $50,000 (at par value.)

 

On May 10, 2016, the Company issued 1,965,570,000 shares of common stock to the principal of White Fox Ventures Inc., Mr. Shinsuke Nakano and investors who had invested $196,557 into the Company in the form of payment of various settlements and invoices outstanding. The investment was treated as a private placement at $0.0001, whereby the Company issued shares to Nakano and the investors which represents about 71.7% of the shares issued and outstanding.

 

On May 17, 2016, the Company issued 39,500,000 common shares to a related party for the settlement of notes and accrued interest in the amount of $65,716. The Company will record a gain on debt conversion for the value in excess of the closing price of the stock on the day of issuance in the amount of $38,066 (39,500,000 shares at $0.0007)

 

Other Matters

 

On May 18, 2016, the Company received an additional $65,000 for shares of common stock in their private placement (650,000,000 shares) that have not been issued as of yet. The proceeds of these shares went to pay for certain expenses related to the corporate filings. In addition, the Company purchased $50,000 of common stock of a privately held company, Kudzoo, Inc. representing less than 2% of that company as an investment. A portion of the $50,000 ($32,000) is due to a former officer who paid this amount on behalf of the Company. The $32,000 that is owed will be paid in the form of shares of common stock of the Company.