Subsequent Events

12 Months Ended

Dec. 31, 2013

Note 11.

Subsequent Event

On January 11, 2014, the “Company entered into a Stock Purchase Agreement (the “Agreement”) with Medite Enterprises, Inc., a Florida corporation (“Medite”), Medite GMBH, a corporation organized under the laws of Germany and wholly owned by Medite (the “Subsidiary”), and the sole shareholders of Medite (collectively, the “Shareholders”).

Pursuant to the Agreement, the Company is to acquire 100% of the issued and outstanding capital stock of Medite from the Shareholders in exchange for the issuance of 1,500,000,000 shares of the Company’s common stock (the “Shares”) to the Shareholders. The Agreement also provides that the Shareholders will indemnify the Company for certain losses during the one year period following the closing. In connection with such indemnification rights, the Agreement provides that 375,000,000 of the Shares will be deposited with the Company and held for a period of 12 months to cover certain indemnification claims that the Company may have against the Shareholders.

Closing of the Acquisition was conditioned upon: (i) the completion of a private placement transaction from the sale of debt or equity securities resulting in gross cash proceeds to the Company of $2 million (the “Private Placement”), and (ii) the conversion of certain accrued wages of the Company into shares of the Company’s common stock. In addition, as of the closing, there was to be no more than 1,875,000,000 shares of the Company’s common stock outstanding exclusive of any shares of the Company’s common stock issued in connection with the Private Placement.

The Agreement could be terminated by: (i) the mutual agreement of the parties, (ii) by any of the parties if the closing of the Acquisition had not occurred by March 15, 2014, or (iii) by any of the parties if any governmental authority had taken any action prohibiting any material portion of the Acquisition.

On March 15, 2014, the parties mutually agreed to amend the Agreement and extend the closing of the Acquisition until April 3, 2014.

Subsequently, the Company and Medite agreed to amended the Stock Purchase Agreement to reduce the amount required to be received through the Private Placement of the Company’s equity or debt securities prior to closing to $1,250,000 and increase the total of the Private Placement to $2,500,000.

On April 3, 2014, the Company acquired 100% of the issued and outstanding capital stock of Medite and issued 1,468,750,000 of the Company’s common stock to the Shareholders. Also, the Company issued 69,723,439 shares of common stock as payment for approximately $1.6 million in accrued wages owed by the Company.

Concurrent with the closing of the acquisition of Medite, the Company had an initial closing of the Private Placement. Pursuant to the Securities Purchase Agreement the Company issued 95,587,500 shares of common stock to accredited investors at an aggregate gross purchase price of $1,529,400. In conjunction with the issuance of the common stock, the Company paid cash commissions of $46,298, or 7%, to a placement agent.

In January 2014 the Chief financial officer advanced the Company $17,000.

During the quarter ended March 31, 2014, the Company raised gross proceeds of $30,000 in a private placement of its common stock at $0.02 per share.