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Note 10 - Subsequent Events
12 Months Ended
Dec. 31, 2015
Notes  
Note 10 - Subsequent Events

NOTE 10 – SUBSEQUENT EVENTS

 

The Company evaluated all events that occurred after the balance sheet date of December 31, 2015 through the date these financial statements were issued. The Company determined that it has no reportable subsequent events except for the following:

 

The Company completed the acquisition of iMedical through an indirect subsidiary 1062024 B.C. LTD., a company existing under the laws of the Province of British Columbia, which occurred on February 2, 2016. The Company treated the acquisition as a reverse merger and recapitalization for accounting purposes, with iMedical as the acquirer for accounting purposes.

 

Upon closing of the acquisition of iMedical, the Company transferred all of the then-existing business, properties, assets, operations, liabilities and goodwill of the Company, to W270 SA, a Costa Rican corporation, pursuant to an Assignment and Assumption Agreement for the remaining $50,000 in accounts payable due to the vendor.

 

With the acquisition of iMedical, an aggregate of 6,500,000 shares of the Company’s common stock were cancelled, all of which were held by the Company’s then President and Chief Executive Officer. In addition, up to 750,000 shares of the Company’s common stock that were outstanding prior to the iMedical acquisition are held in escrow and are subject to forfeiture in the event the Company is not able to raise $6 million within 6 months of the date of the acquisition of iMedical.

 

In contemplation of the acquisition of iMedical on February 2, 2016, the Company’s Board of Directors changed its fiscal year from August 31 to December 31.

 

In contemplation of the acquisition of iMedical, the Company’s Board of Directors approved the increase in authorized capital stock from 100,000,000 shares of common stock to 125,000,000 shares of common stock, with a par value of $0.001 per share, and from 1,000,000 shares of preferred stock to 10,000,000 shares of preferred stock, with a par value of $0.001 per share. As of February 2, 2016, there were 15,876,947 shares of Common Stock issued and outstanding, of which 750,000 are held in escrow and subject to forfeiture, and 9,123,031 Exchangeable Shares issued and outstanding. Of the shares of Common Stock issued and outstanding (or that may be issued upon exchange of the Exchangeable Shares), approximately 22,500,000 of such shares are or would be restricted shares under the Securities Act. There is currently one share of the Special Voting Preferred Stock issued and outstanding held by one holder of record, which is the Trustee in accordance with the terms of the Trust Agreement.