Item 1.01 Entry into a Material Definitive Agreement.
Kevin Schewe Senior Convertible Promissory Note Dated August 15, 2017
On August 15, 2017, Kevin Schewe, CEO and Director of the Registrant, made a $15,000 loan to the Registrant in conjunction with the Loan Agreement entered into with the Registrant on February 23, 2017. In the Loan Agreement, Schewe agreed, subject to satisfaction of certain conditions, including among other things, Schewe’s satisfaction with the use of proceeds of past loans, to provide loans of up to $100,000 as required by the Registrant for a two-year period. The loans would be evidenced by a Convertible Note. The loans accrue interest at 8% per annum. At Schewe's election, the notes are convertible into shares of Registrant common stock at a price equal to 20% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the loan. Each note matures on the first anniversary of the issuance date of such note. If Schewe chooses to convert, the $15,000 loan made on August 15, 2017 would convert into 53,571,429 shares of Registrant common stock at a common stock price of $0.000280 per share.
Including the newest loan, Schewe has made cumulative loans to the Registrant totaling $80,000 since the execution of the Loan Agreement.
The Note for the loan on August 15, 2017 is attached hereto as Exhibit 10.1.
Notice of Conversion of August 15, 2017 Kevin Schewe Loan
On August 15, 2017, Kevin Schewe, CEO and Director of the Registrant, in conjunction with the Loan Agreement entered into with the Registrant on August 15, 2017 converted $15,000 of loans that he previously made to the Registrant into shares of Registrant common stock.
Schewe had made a $15,000 loan to the Registrant on August 15, 2017. The $15,000 loan owed to him converted into 53,571,429 shares of Registrant common stock at a conversion price of $0.000280 per common share.
Haris Basit Senior Convertible Promissory Note Dated August 15, 2017
On August 15, 2017, Haris Basit, Vice Chairman of Board of Directors of the Registrant, made a $6,000 loan to the Registrant in conjunction with the Loan Agreement entered into with the Registrant on November 30, 2016. In the Loan Agreement, Basit agreed, subject to satisfaction of certain conditions, including among other things, Basit’s satisfaction with the use of proceeds of past loans, to provide loans of up to $100,000 as required by the Registrant for a two-year period. The loans would be evidenced by a Convertible Note. The loans accrue interest at 8% per annum. At Basit's election, the notes are convertible into shares of Registrant common stock at a price equal to 20% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the loan. Each note matures on the first anniversary of the issuance date of such note. If Basit chooses to convert, the $6,000 loan made on August 15, 2017 would convert into 21,428,571 shares of Registrant common stock at a common stock price of $0.000280 per share.
Including the newest loan, Basit has made cumulative loans to the Registrant totaling $72,500 since the execution of the Loan Agreement.
The Note for the loan on August 15, 2017 is attached hereto as Exhibit 10.2.
Notice of Conversion of August 15, 2017 Haris Basit Loan
On August 15, 2017, Haris Basit, Vice Chairman of Board of Directors of the Registrant, in conjunction with the Loan Agreement entered into with the Registrant onAugust 15, 2017, converted $6,000 of loans that he previously made to the Registrant into shares of Registrant common stock.
Basit had made a $6,000 loan to the Registrant on August 15, 2017. The $6,000 loan owed to him converted into 21,428,571 shares of Registrant common stock at a conversion price of $0.000280 per common share.