February 14, 2013, the Company and Dutchess Opportunity Fund, II, LP entered into an Investment Agreement and a Registration Rights
Agreement, which provides for the investment by Dutchess of up to $25 million over a period of 36 months. Under the terms of the
Investment Agreement and Registration Rights Agreement, Dutchess will purchase common stock of the Company, subject to and wholly
conditioned upon the Company filing an S-1 registration statement to register the shares acquired by Dutchess and the registration
statement of the shares being declared effective by the Securities and Exchange Commission. The Investment Agreement sets forth
the terms and conditions under which Dutchess will purchase the common stock of the Issuer and other material conditions to the
agreement between the parties. As of December 31, 2013 there has been no funding under the agreement.
Company has authority to issue fifty million (50,000,000) common with a par value of $.001of which 295,278 have been issued. The
Company intends to issue additional shares in an effort to capital to find its operations.
holder of shares of stock of any class is entitled, as a matter of right, to subscribe for or purchase or receive any part of
any new or additional issue of shares of stock of any class, or of securities convertible into shares of stock of any class, whether
now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend.
common shares issued and outstanding at December 31, 2013 and 2012 were 295,278.
Company amended its Articles of Incorporation in May 2013 and subsequently has authority to issue ten million (10,000,000) Series
A Convertible Preferred with a par value of $10.00, of which 5,200 shares have been issued as of June 30, 2013. This class of
stock may be convertible into common shares at the rate of one share of Series A Convertible Preferred for 1,000 shares of common.
There are no liquidation preferences over common shares, but the Series A Convertible Preferred may be voted as if converted and
are entitled to dividend treatment as if converted to common. Series A Convertible Preferred may be converted to common shares
at any time after one year from the date of issuance at the option of the holder.
May 23, 2013, the Company entered into an Executive Employment Agreement with R. Thomas Kidd for services as CEO and Principle
Financial Officer. Pursuant to the Agreement, Mr. Kidd received 5,000 shares of the Companys Series A preferred stock as
compensation for services, for a value of $50,000.
May 23, 2013, the Company entered into an Executive Employment Agreement with Anthony Gebbia for services as Chief Operating Officer.
Pursuant to the Agreement, Mr. Gebbia received 200 shares of the Companys Series A preferred stock as a signing bonus and
for past services as CEO of the Company, valued at $2,000.
preferred shares, series A, issued and outstanding at December 31, 2013 and 2012 were 5,200 and 0, respectively.