NOTE 4 – COMMITMENT
On January 18, 2012, the
Company entered into an agreement with Midsouth Capital Inc. (“Midsouth”), whereby Midsouth was to seek financing for
the Company. Midsouth introduced the Company to Fairhills Capital. Midsouth will receive certain commissions for the
financings with Fairhills Capital pursuant to an agreement whereby Midsouth is the Company’s non-exclusive financial advisor,
investment banker and placement agent for the purpose of assisting the Company to raise capital. Pursuant to the Midsouth
Agreement, the Company agreed to: (i) issuance of 80,000 shares of the Company’s common stock; (ii) a success fee of 10%
of the amount for any capital raised; (iii) 150,000 restricted shares, with piggy back registration rights, of the Company’s
common stock per $1,000,000 of capital raised for a period of two years.
Pursuant to our agreement
with Midsouth we have issued Midsouth 80,000 shares of our common stock, and paid them a stock fee of 30,000 additional shares
of our common stock and a cash fee of $20,000 based on 10% of the initial $200,000 funded by Fairhills.
The Company recorded the
amount of $32,100 as professional fees based on the market value of the common stock on the date of execution of the Midsouth Agreement.
The amount of $20,000 was recorded as deferred financing costs which were amortized for the period as financing expenses.