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(12) Subsequent Events
12 Months Ended
Dec. 31, 2017
Notes  
(12) Subsequent Events

(12)  Subsequent Events

 

We entered into the SPA with GPL on January 5, 2018. Pursuant to the SPA, GPL committed to purchase up to $50,000,000 worth of our common stock, over a period of time terminating on the earlier of: (i) 24 months from the date of the agreement; (ii) the date on which GPL has purchase shares of our common stock pursuant to the SPA for an aggregate maximum purchase price of $50,000,000.  We may draw on this facility from time to time, as and when we determine appropriate in accordance with the terms and conditions of the SPA. The purchase price to be paid by GPL will be 75% of the Market Price of our common stock.  We will be entitled to put to GPL on each put date such number of shares of common stock as equals 200% of the average of the dollar volume on the principal trading exchange for our common stock for the 10 trading days preceding the put date; provided that the number of shares to be purchased by GPL shall not exceed the number of such shares that, when added to the number of shares of our common stock then beneficially owned by GPL, would exceed 4.99% of the number of shares of our common stock outstanding.  The SPA provides for payment to us of the price for the shares delivered to GPL within one business day of electronic delivery of the shares. There are put restrictions applied on days between the put notice date and the closing date with respect to that particular put.

 

On January 11, 2018, the Company issued 5,000,000 shares of common stock for compensation.

 

On January 12, 2018, the Company filed an S-1 Registration to register 412,538,466 shares of common stock for future conversions.

 

On February 8, 2018, the Company entered into a convertible note agreement with Power Up Lending Group LTD for total principal borrowings of $28,000.  The amounts are due nine months after the issuance of the note on November 20, 2018, and bear interest at a rate of 14% per annum.  At the option of the debt holder, beginning 180 days after the issuance of the note, the debt holder may convert the outstanding balance of the Note into shares of the Company’s common stock at a conversion rate equal to 51% of the lowest closing trading price during the 30 trading day period prior to the conversion election date. 

 

On March 21, 2018, the Company increased its authorized common stock from 3,000,000,000 to 5,000,000,000 shares.

 

On March 29, 2018, the Company issued 600,000,000 shares of common stock to employees and directors of the Board for compensation.