UNITED STATES | ||||||
SECURITIES AND EXCHANGE COMMISSION | ||||||
Washington, D. C. 20549 | ||||||
Form 10-Q | ||||||
[X] QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||
For the quarterly period ended | ||||||
or | ||||||
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||
For the transition period from _____ to _____ | ||||||
Commission File Number: 000-53949 | ||||||
Good Gaming, Inc. | ||||||
(Exact name of registrant as specified in its charter) | ||||||
Nevada | 26-3988293 | |||||
(State or other jurisdiction of incorporation) | (IRS Employer Identification Number) | |||||
2130 N. Lincoln Park West, Suite 8N | ||||||
Chicago, Illinois | 60614 | |||||
(Address of principal | (Zip Code) | |||||
(773) 698-6047 | ||||||
(Registrant's telephone number, including area code) | ||||||
Large Accelerated Filer | [ ] | Accelerated Filer | [ ] |
Non-accelerated Filer | [ ] | Smaller Reporting Company | [X] |
(Do not check if smaller reporting company) |
APPLICABLE ONLY TO CORPORATE ISSUERS: | |||
As of |
Good Gaming, Inc. | |||
Form 10-Q | |||
For the Fiscal Quarter Ended | |||
TABLE OF CONTENTS | |||
Page | |||
Part I | |||
Item 1 | Financial Statements | 3 | |
Item 2 | Management Discussion and Analysis of Financial Condition and Results of Operations | 14 | |
Item 3 | Quantitave and Qualitative Disclosures About Market Risk | 18 | |
Item 4 | Controls and Procedures | 18 | |
Part II | |||
Item 1 | Legal Proceedings | 19 | |
Item 1A | Risk Factors | 19 | |
Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 19 | |
Item 3 | Defaults Upon Senior Securities | 20 | |
Item 4 | Mine Safety Disclosures | 20 | |
Item 5 | Other Information | 20 | |
Item 6 | Exhibits | 21 | |
22 | |||
Signatures |
PART I - FINANCIAL INFORMATION | |||
Item 1 | Financial Statements | ||
Good Gaming, Inc. | |||
| |||
Financial Statements | |||
For the Fiscal Quarter Ended | |||
TABLE OF CONTENTS | |||
Page | |||
Balance Sheets (unaudited) | F-1 | ||
Statements of Operations (unaudited) | F-2 | ||
Statements of Cash Flows (unaudited) | F-3 | ||
Notes to the Financial Statements (unaudited) | F-4 | ||
Good Gaming, Inc. | ||||||||||||||||
(Formerly HDS International Corp) | ||||||||||||||||
(formerly HDS International Corp.) | ||||||||||||||||
Balance Sheets | ||||||||||||||||
(Expressed in U. S. Dollars | ||||||||||||||||
(Expressed in U. S. Dollars | ||||||||||||||||
June 30, | December 31, | March 31, | December 31, | |||||||||||||
2016 | 2015 | 2017 | 2016 | |||||||||||||
ASSETS | (Unaudited) | (Unaudited) | ||||||||||||||
Current Assets | ||||||||||||||||
Cash | $ | 132,270 | $ | - | $ | 77,181 | $ | 47,900 | ||||||||
Due from affiliate | 260,454 | - | ||||||||||||||
Note receivable | - | 10,500 | ||||||||||||||
Total Current Assets | 392,724 | - | 77,181 | 58,400 | ||||||||||||
Equipment, net | 12,768 | - | ||||||||||||||
Fixed assets | ||||||||||||||||
Equipment, net of depreciation | 10,752 | 11,424 | ||||||||||||||
Total fixed assets | 10,752 | 11,424 | ||||||||||||||
Other Assets | ||||||||||||||||
Gaming Software, net of amortization | 1,110,000 | - | 930,000 | 990,000 | ||||||||||||
Total Other Assets | 1,110,000 | - | 930,000 | 990,000 | ||||||||||||
Total Assets | $ | 1,515,492 | $ | - | $ | 1,017,933 | $ | 1,059,824 | ||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||||||||||
Current Liabilities | ||||||||||||||||
Accounts payable and accrued liabilities | $ | 108,686 | $ | 96,141 | $ | 121,018 | $ | 117,658 | ||||||||
Accounts payable and accrued liabilities - related party | - | 6,670 | - | - | ||||||||||||
Convertible debentures, net of unamortized discount of $0 and $36,088, respectively | 75,000 | 83,300 | 200,000 | 56,585 | ||||||||||||
Note payable Assist Wireless | 288,000 | 75,000 | ||||||||||||||
Derivative liability | 735,100 | 453,741 | 153,816 | 228,605 | ||||||||||||
Total Current Liabilities | 918,786 | 639,852 | 762,834 | 477,848 | ||||||||||||
Convertible debentures, long-term | 163,440 | 50,000 | - | 150,000 | ||||||||||||
Note payable equipment | 13,440 | 13,440 | ||||||||||||||
Total long term liabilities | 13,440 | 163,440 | ||||||||||||||
Total Liabilities | 1,082,226 | 689,852 | 776,274 | 641,288 | ||||||||||||
Stockholders' Deficit | ||||||||||||||||
Class A Preferred Stock | ||||||||||||||||
Authorized: 249,999,000 preferred shares, with a par value of $0.001 per share Issued and outstanding: 7,500,000 shares | 7,500 | 7,500 | 7,500 | 7,500 | ||||||||||||
Class B Preferred Stock | ||||||||||||||||
Authorized: 200,000,000 preferred shares, with a par value of $0.001 per share Issued and outstanding: 23,698,873 and 15,839,300 shares, respectively | 23,698 | 15,839 | ||||||||||||||
Authorized: 200,000,000 preferred shares, with a par value of $0.001 per share Issued and outstanding: 162,028,779 and 161,528,779 shares, respectively | 162,029 | 161,529 | ||||||||||||||
Authorized: 1,000 preferred shares, with a par value of $0.001 per share Issued and outstanding: 0 shares | - | - | ||||||||||||||
Class C Preferred Stock | ||||||||||||||||
Authorized: 1,000 preferred shares, with a par value of $0.001 per share Issued and outstanding: 1,000 and 1,000 shares, respectively | 1 | 1 | ||||||||||||||
Common Stock | ||||||||||||||||
Authorized: 2,050,000,000 common shares, with a par value of $0.001 per share Issued and outstanding: 1,995,290,000 and 1,995,290,000 shares, respectively | 1,995,290 | 1,995,290 | ||||||||||||||
Authorized: 2,000,000,000 common shares, with a par value of $0.001 per share Issued and outstanding: 1,995,840,000 and 1,999,990,000 shares, respectively | 1,995,840 | 1,999,990 | ||||||||||||||
Stock subscriptions payable | 1,436,723 | |||||||||||||||
Additional paid-in capital | 380,323 | 309,592 | 1,769,124 | 1,758,889 | ||||||||||||
Accumulated deficit | (3,410,268 | ) | (3,018,073 | ) | (3,692,835 | ) | (3,509,373 | ) | ||||||||
Total Stockholders' equity (deficit) | 433,266 | (689,852 | ) | 241,659 | 418,536 | |||||||||||
Total liabilities and stockholders' equity (deficit) | $ | 1,515,492 | $ | - | $ | 1,017,933 | $ | 1,059,824 | ||||||||
The accompanying notes are an integral part of these consolidated financial statements | The accompanying notes are an integral part of these consolidated financial statements | The accompanying notes are an integral part of these consolidated financial statements |
Good Gaming, Inc. | ||||||||||||||||
(Formerly HDS International Corp) | ||||||||||||||||
Statements of Operations | ||||||||||||||||
(Unauditeds) | ||||||||||||||||
(Expressed in U. S. Dollars | ||||||||||||||||
For the Three Months Ended | For the Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||||||
Revenues | $ | - | $ | - | $ | - | $ | - | ||||||||
Operating Expenses | ||||||||||||||||
Consulting fees | 95,090 | 28,859 | 121,090 | 98,694 | ||||||||||||
General and administrative | 74,601 | 119,516 | 140,761 | 127,925 | ||||||||||||
Professional fees | - | 42,250 | 5,000 | 45,500 | ||||||||||||
Stock compensation | - | - | 41,921 | - | ||||||||||||
Total Operating Expenses | 169,691 | 190,625 | 308,772 | 272,119 | ||||||||||||
Net Loss Before Other Expenses | (169,691 | ) | (190,625 | ) | (308,772 | ) | (272,119 | ) | ||||||||
Other Income (Expenses) | ||||||||||||||||
Interest expense | (3,360 | ) | (8,144 | ) | (6,720 | ) | (30,974 | ) | ||||||||
Debt Restructure | - | 58,300 | - | |||||||||||||
Loss on Change in fair value of derivative liability | 30,000 | (7,241 | ) | (281,359 | ) | (32,630 | ) | |||||||||
Total Other Income (Expenses) | 26,640 | (15,385 | ) | (229,779 | ) | (63,604 | ) | |||||||||
Net Loss | $ | (143,051 | ) | $ | (206,010 | ) | $ | (538,551 | ) | $ | (335,723 | ) | ||||
Net Loss Per Share, Basic and Diluted | $ | - | $ | - | $ | - | $ | - | ||||||||
Weighted Average Shares Outstanding | 1,995,290,000 | 1,995,290,000 | 1,995,290,000 | 1,549,334,532 | ||||||||||||
The accompanying notes are an integral part of these consolidated financial statements |
Good Gaming, Inc. | ||||||||
(formerly HDS International Corp.) | ||||||||
Statements of Operations | ||||||||
(Expressed in U. S. Dollars | ||||||||
(Unaudited) | ||||||||
For the Three Months Ended | ||||||||
March 31, | ||||||||
2017 | 2016 | |||||||
Revenues | $ | 2,519 | $ | - | ||||
Operating Expenses | ||||||||
Consulting fees | - | 6,000 | ||||||
General and administrative | 256,410 | 107,881 | ||||||
Professional fees | 2,000 | 5,000 | ||||||
Stock compensation | - | 41,921 | ||||||
Total Operating Expenses | 258,410 | 160,802 | ||||||
Net Loss Before Other Expenses | (255,891 | ) | (160,802 | ) | ||||
Other Income (Expenses) | ||||||||
Interest expense | (3,360 | ) | (3,360 | ) | ||||
Interest income | 1,000 | |||||||
Debt Restructure | - | 58,300 | ||||||
Gain(Loss) on Change in fair value of derivative liability | 74,789 | (311,359 | ) | |||||
Total Other Income (Expenses) | 72,429 | (256,419 | ) | |||||
Net Loss | $ | (183,462 | ) | $ | (417,221 | ) | ||
Net Loss Per Share, Basic and Diluted | $ | - | $ | - | ||||
Weighted Average Shares Outstanding | 1,998,447,117 | 1,995,290,000 | ||||||
The accompanying notes are an integral part of these consolidated financial statements |
Good Gaming, Inc. | ||||||||
(Formerly HDS International Corp) | ||||||||
Statements of Cash Flows | ||||||||
(Unaudited) | ||||||||
(Expressed in U. S. Dollars) | ||||||||
For the six Months Ended | ||||||||
June 30, | ||||||||
2016 | 2015 | |||||||
Operating Activities | ||||||||
Net Loss | $ | (538,551 | ) | $ | (335,723 | ) | ||
Adjustment to reconcile net loss to | ||||||||
net cash used in operating activities | ||||||||
Accretion of debt discount | 281,359 | 15,052 | ||||||
Depreciation | 672 | - | ||||||
Amortization of software | 90,000 | |||||||
Amortization of deferred financing costs | - | 1,020 | ||||||
Loss on change in fair value of derivative liability | - | 32,630 | ||||||
Stock compensation | 41,921 | - | ||||||
Debt Reduction | (58,300 | ) | ||||||
Changes in operating assets and liabilities | ||||||||
Due from affiliate | 27,572 | |||||||
Accounts payable and accrued liabilities | 12,544 | 77,991 | ||||||
Accounts payable and accrued liabilities-related parties | (6,670 | ) | 43,957 | |||||
Net Cash Provided by (Used in) Operating Activities | (149,453 | ) | (165,073 | ) | ||||
Investing activities | ||||||||
Purchase of equipment | (13,440 | ) | - | |||||
Net Cash Provided by (Used in) Investing activities | (13,440 | ) | ||||||
Financing activities | ||||||||
Proceeds from purchase of Good Gaming | 1,723 | - | ||||||
Proceeds from convertible debenture, net of financing costs | 113,440 | 165,000 | ||||||
Proceeds from sale of preferred stock CL B | 30,000 | - | ||||||
Proceeds from stock subscriptions | 150,000 | - | ||||||
Net Cash Provided by (Used in) Financing activities | 295,163 | 165,000 | ||||||
Change in Cash | 132,270 | (73 | ) | |||||
Cash, Beginning of Period | - | 73 | ||||||
Cash, End of period | $ | 132,270 | $ | - | ||||
Non-cash investing and financing activities | ||||||||
Adjustment to Derivative liability | $ | - | $ | 53,911 | ||||
Common shares issued for conversion of debt | $ | - | $ | 39,960 | ||||
Common shares issued for payment of related party payable | $ | 6,670 | ||||||
Debt Discount due to beneficial conversion feature | $ | - | $ | 15,500 | ||||
The accompanying notes are an integral part of these consolidated financial statements |
Good Gaming, Inc. | ||||||||
(formerly HDS International Corp.) | ||||||||
Statements of Cash Flows | ||||||||
(Expressed in U. S. Dollars | ||||||||
(Unaudited) | ||||||||
For the Three Months Ended | ||||||||
March 31, | ||||||||
2017 | 2016 | |||||||
Operating Activities | ||||||||
Net Loss | $ | (183,462 | ) | $ | (417,221 | ) | ||
Adjustment to reconcile net loss to | ||||||||
net cash used in operating activities | ||||||||
Accretion of debt discount | - | 311,359 | ||||||
Amortization of software | 60,000 | 30,000 | ||||||
Depreciation | 672 | |||||||
Amortization of deferred financing costs | - | - | ||||||
Gain(Loss) on change in fair value of derivative liability | (74,789 | ) | - | |||||
Stock compensation | - | 41,921 | ||||||
Debt Reduction | (58,300 | ) | ||||||
Changes in operating assets and liabilities | ||||||||
Due from affiliate | - | 83,171 | ||||||
Accounts payable and accrued liabilities | 3,360 | 8,360 | ||||||
Accounts payable and accrued liabilities-related parties | - | - | ||||||
Net Cash Provided by (Used in) Operating Activities | (194,219 | ) | (710 | ) | ||||
Financing activities | ||||||||
Proceeds from purchase of Good Gaming | - | 1,723 | ||||||
Proceeds from note payable | 213,000 | - | ||||||
Repayment of note receivable | 10,500 | - | ||||||
Proceeds from related parties | - | - | ||||||
Net Cash Provided by (Used in) Financing activities | 223,500 | 1,723 | ||||||
Change in Cash | 29,281 | 1,013 | ||||||
Cash, Beginning of Period | 47,900 | - | ||||||
Cash, End of period | $ | 77,181 | $ | 1,013 | ||||
Non-cash investing and financing activities | ||||||||
Adjustment to Derivative liability | $ | (74,789 | ) | $ | - | |||
Common shares issued for conversion of debt | $ | 6,585 | $ | - | ||||
Common shares issued for payment of related party payable | $ | - | $ | 6,670 | ||||
Debt Discount due to beneficial conversion feature | $ | - | $ | - | ||||
The accompanying notes are an integral part of these consolidated financial statements |
1. | Nature of Operations and Continuance of Business |
2. | Summary of Significant Accounting Policies |
(a) | Basis of Presentation and Principles of Consolidation |
(b) | These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company's fiscal year-end is December 31. |
(c) | Use of Estimates |
(d) | Cash and Cash Equivalents |
(e) | Intangible Assets |
2. | Summary of Significant Accounting Policies (continued) |
(f) | Impairment of Long-Lived Assets |
(g) | Beneficial Conversion Features |
(h) | Derivative Liability |
(i) | Basic and Diluted Net Loss Per Share |
(j) | Income Taxes |
(k) | Comprehensive Loss |
(l) | Financial Instruments |
2. | Summary of Significant Accounting Policies (continued) |
Balance, December 31, 2014 | Conversions | Changes in Fair Values | Balance, June 30, 2016 | |||||||||||||
Derivative Liability | $ | 453,741 | $ | — | $ | 281,359 | $ | 735,100 |
Balance, December 31, 2016 | Conversions | Changes in Fair Values | Balance, March 31, 2017 | |||||||||||||
$ | 228,605 | $ | — | $ | (74,789 | ) | $ | 153,816 |
(m) | Recent Accounting Pronouncements |
3. | Other Assets |
4. | Debt |
(a) | On April 15, 2015, the Company entered into a $100,000 convertible debenture with a non-related party. During the quarter ended June 30, 2015 The Company received the first $50,000 payment. The remaining $50,000 payment will be made at the request of the borrower. No additional payments have been made as of March 31, 2016. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum, and is due on October 16, 2016. The note is convertible into shares of common stock any time after the maturity date at a conversion rate of 50% of the average of the five lowest closing bid prices of the Company's common stock for the thirty trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. |
(b) | On April 1, 2015, we entered into a transaction with Iconic Holdings, LLC (the "Purchaser"), whereby Iconic Holdings agreed to provide up to $600,000 through a structured convertible promissory note (the "Note"), with funds to be received in tranches. The note bears interest of 10% and is due April 1, 2016. The initial proceeds of $40,000 was received on April 9, 2015, with $30,000 remitted and delivered to us, $4,000 retained by the Purchaser as an original issue discount, and $6,000 retained by the Purchaser for legal expenses. |
(c) | As part of the asset purchase agreement between HDS International Corp. and CMG Holdings Group, Inc., SirenGPS was issued a $60,000 0% interest convertible debenture that matures in August |
(d) | On or around April 7, 2016, Silver Linings Management, LLC funded the Company $13,439.50 in the form of convertible debentures secured by certain high-powered gaming machines purchased from XIDAX. The notes bear interest at a rate of 10% per annum payable in cash or kind at the option of the Company, mature April 1, 2018, and are convertible into Series B Preferred shares at the option of the holder at any time. |
The Company did not allocate to equity any increase in note value due to the fact that the conversion value was lower than the par value. Thereby creating a zero or negative value. |
5. | Derivative Liabilities |
The following inputs and assumptions were used to value the convertible debentures outstanding during the period ended March 31, 2017 and December 31, 2016: |
The projected annual volatility for each valuation period was based on the historic volatility of the Company of 165% as at December 31, 2016, 167% as at February 6, 2017, 167% as at February 10, 2017, 168% as at February 13, 2017, 168% as at February 18, 2017, 168% as at February 23, 2017, 169% as at March 2, 2017, 170% as atMarch 3, 2017, 170% as at March 16, 2017, 170% as at March 17, 2017, 170% as at March 19, 2017, 170% as at March 24, 2017 171% as at March 25, 2017, and 171% as at March 31, 2017. |
Balance December 31, 2014 | $ | 70,290 | ||
Adjustment for Conversion | (64,767 | ) | ||
Mark to market adjustment at December 31, 2015 | 448,218 | |||
Balance December 31, 2015 | 453,741 | |||
Adjustment for Conversion | - | |||
Mark to market adjustment at June 30, 2016 | 281,359 | |||
Balance June 30, 2016 | $ | 735,100 |
Balance December 31, 2015 | $ | 453,741 | ||
Adjustment for Conversion | 18,415 | |||
Mark to market adjustment at December 31, 2016 | (243,551 | ) | ||
Balance December 31, 2016 | 228,605 | |||
Adjustment for Conversion | - | |||
Mark to market adjustment at March 31, 2017 | (74,789 | ) | ||
Balance March 31, 2017 | $ | 153,816 |
6. | Common Stock |
7. | Preferred Stock |
7. | Preferred Stock (continued) |
Income Taxes |
2016 | 2015 | 2017 | 2016 | |||||||||||||
Income tax recovery at statutory rate | $ | 22,077 | $ | 195,612 | $ | 47,105 | $ | 104,305 | ||||||||
Valuation allowance change | $ | (22,077 | ) | $ | (195,612 | ) | $ | (47,105 | ) | $ | (104,305 | ) | ||||
Provision for income taxes | $ | - | $ | - | $ | - | $ | - | ||||||||
The Significant components of deferred income tax assets and liabilities at June 30, 2016 and December 31, 2015 are as follows: | ||||||||||||||||
The Significant components of deferred income tax assets and liabilities at September 30, 2016 and December 31, 2015 are as follows: | The Significant components of deferred income tax assets and liabilities at September 30, 2016 and December 31, 2015 are as follows: | |||||||||||||||
Net operating loss carried forward | $ | 3,245.293 | $ | 3,018,073 | $ | 3,697,793 | $ | 3,509,373 | ||||||||
Valuation allowance | $ | (3,245,293 | ) | $ | (3,018,073 | ) | $ | (3,697,793 | ) | $ | (3,509,373 | ) | ||||
Net deferred income tax asset | $ | - | $ | - | $ | - | $ | - | ||||||||
Consulting Agreements |
On or around April 14, 2016, the Company formed and advisory Board and engaged Syndicate Studios, LLC for consulting services and issuing the Syndicate Studios 100,000,000 warrants with a two-year expiration and a strike price of $0.0002. The warrants do not vest for one year and are subject to mutually agreed to performance criteria. Sean Stalzer, owner of The Syndicate, has already been instrumental in introducing the Company to games publishers, members of the media, and gamers who have been vetting the Good Gaming 2.0 platform for the past few months. |
On July 25, 2016, the Company engaged Kevin Harrington Enterprises (KBHJJ LLC) to provide consulting services, including introductions to potential investors and sponsors for eSports tournaments, among other things. As part of the Agreement, the Company appointed Kevin Harrington to its Advisory Board and |
10. | Subsequent Events |
ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION. |
June 31, | December 31, | March 31, | December 31, | |||||||||||||
2016 | 2015 | 2017 | 2016 | |||||||||||||
Current Assets | $ | 392,724 | $ | - | $ | 77,181 | $ | 58,400 | ||||||||
Current Liabilities | 918,786 | 639,842 | 762,834 | 477,848 | ||||||||||||
Working Capital (Deficit) | (526,062 | ) | (639,872 | ) | (685,653 | ) | (419,448 | ) |
June 30, | December 31, | March 31, | December 31, | |||||||||||||
2016 | 2015 | 2017 | 2016 | |||||||||||||
Cash Flows from (used in) Operating Activities | $ | (149,453 | ) | $ | (73 | ) | $ | (194,219 | ) | $ | (710 | ) | ||||
Cash Flows from (used in) Investment Activities | (13,440 | ) | - | |||||||||||||
Cash Flows from (used in) Financing Activities | 295,163 | - | 223,500 | 1,723 | ||||||||||||
Net Increase (decrease) in Cash During Period | 132,270 | (73 | ) | 29,281 | 1,013 |
Operating Revenues |
Operating Expenses and Net Loss |
Liquidity and Capital Resources |
Cashflow from Operating Activities |
Cashflow from Financing Activities |
During the |
Subsequent Developments |
Going Concern |
Off-Balance Sheet Arrangements |
Future Financings |
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. |
ITEM 4. | CONTROLS AND PROCEDURES |
ITEM 1. | LEGAL PROCEEDINGS |
ITEM 1A. | RISK FACTORS |
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
Share Sales – Series B Preferred Shares |
On or around February 18, 2016, as part of the closing of the Good Gaming asset sale by CMG Holdings Group to HDS International Corp., CMG Holdings is due an additional 85,600,000 Series B Preferred Shares. These shares due are currently in the form of a subscription payable by HDS International to CMG Holdings Group. |
On or around February 18, 2016, Vikram Grover was issued 859,073 Series B Preferred shares in lieu of compensation due for services rendered to SirenGPS in 2015. |
On or around February 23, 2016, Andrew Albrecht was issued 2,000,000 Series B Preferred shares as consideration for an investment in the Company. |
On or around February 26, 2016, William Schultz funded monies to the Company and had a subscription receivable for 2,500,000 Series B Preferred shares as consideration for an investment in the Company. |
On or around February 26, 2016, Paul Rauner was issued 800,000 Series B Preferred shares as consideration for the strategic change of control transaction with CMG Holdings Group, Inc. |
On or around February 26, 2016, Galina Berkovich was issued 800,000 Series B Preferred shares as consideration for the strategic change of control transaction with CMG Holdings Group, Inc. |
On or around February 26, 2016, Bernard Mangold was issued 400,000 Series B Preferred shares as consideration for the strategic change of control transaction with CMG Holdings Group, Inc. |
On or around March 7, 2016, Silver Lining Management, an entity controlled by David Dorwart, our Director, funded monies to the Company and had a subscription receivable for 5,000,000 Series B Preferred shares as consideration for an investment in the Company. |
On or around March 15, 2016, Brett Nesland was issued 1,000,000 Series B Preferred shares as consideration for an investment in the Company. |
On or around April 22, 2016, William Crusoe was issued 1,000,000 Series B Preferred shares as consideration for an investment in the Company. The investor has since agreed to lockup his shares for a period of one year. |
On or around April 22, 2016, Francesca Dorwart was issued 1,000,000 Series B Preferred shares as consideration for an investment in the Company. |
The vast majority of the Series B Preferred stock investors have agreed to lock-up their investments for a period of one year as of May 2016. |
On August 16, 2016 the remaining shares shares were issued as noted in the footnotes to the financial statements. |
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES. |
ITEM 4. | MINE SAFETY DISCLOSURE. |
ITEM 5. | OTHER INFORMATION. |
The vast majority of the Series B preferred stock investors have agreed to lock-up their investments for a period of one year. The vast majority of the convertible note holders have agreed to lock-up their investments for a period of one year. The balance have agreed to sell their positions to the Company or to investors of the Company’s choosing |
ITEM 6. | EXHIBITS |
Exhibit | Incorporated by reference | Filed | Incorporated by reference | Filed | ||||||
Number | Form | Date | Number | herewith | Form | Date | Number | herewith | ||
3.1 | Articles of Incorporation. | S-1 | 3/24/09 | 3.1 | Articles of Incorporation. | S-1 | 3/24/09 | 3.1 | ||
3.2 | Bylaws. | S-1 | 3/24/09 | 3.2 | Bylaws. | S-1 | 3/24/09 | 3.2 | ||
3.3 | Amended and Restated Articles of Incorporation. | 8-K | 6/14/11 | 3.1a | Amended and Restated Articles of Incorporation. | 8-K | 6/14/11 | 3.1a | ||
3.4 | Amended and Restated Articles of Incorporation. | 8-K | 8/17/11 | 3.1 | Amended and Restated Articles of Incorporation. | 8-K | 8/17/11 | 3.1 | ||
10.1 | Exchange Note Purchase Agreement between Jabro Funding Corp. and Iconic Holdings, LLC dated March 31, 2015. | 10-K | 4/15/15 | 10.1 | Exchange Note Purchase Agreement between Jabro Funding Corp. and Iconic Holdings, LLC dated March 31, 2015. | 10-K | 4/15/15 | 10.1 | ||
10.2 | Exchange Note Purchase Agreement with Iconic Holdings, LLC dated April 1,2015. | 10-K | 4/15/15 | 10.2 | Exchange Note Purchase Agreement with Iconic Holdings, LLC dated April 1,2015. | 10-K | 4/15/15 | 10.2 | ||
10.3 | Convertible Promissory Note with Iconic Holdings, LLC dated April 1, 2015. | 10-K | 4/15/15 | 10.3 | Convertible Promissory Note with Iconic Holdings, LLC dated April 1, 2015. | 10-K | 4/15/15 | 10.3 | ||
10.4 | Investment Agreement (ELOC) and Registration Rights Agreement with Iconic Holdings, LLC dated April 2, 2015. | 10-K | 4/15/15 | 10.4 | Investment Agreement (ELOC) and Registration Rights Agreement with Iconic Holdings, LLC dated April 2, 2015. | 10-K | 4/15/15 | 10.4 | ||
10.5 | Common Stock Purchase Warrant with Iconic Holdings, LLC dated April 6, 2015. | 10-K | 4/15/15 | 10.5 | Common Stock Purchase Warrant with Iconic Holdings, LLC dated April 6, 2015. | 10-K | 4/15/15 | 10.5 | ||
10.6 | Stock Conversion and Subscription Agreement with Hillwinds Ocean Energy, LLC dated April 3, 2015. | 10-K | 4/15/15 | 10.6 | Stock Conversion and Subscription Agreement with Hillwinds Ocean Energy, LLC dated April 3, 2015. | 10-K | 4/15/15 | 10.6 | ||
10.7 | Stock Conversion and Subscription Agreement with SirenGPS, Inc. dated April 3, 2015. | 10-K | 4/15/15 | 10.7 | Stock Conversion and Subscription Agreement with SirenGPS, Inc. dated April 3, 2015. | 10-K | 4/15/15 | 10.7 | ||
10.8 | Promissory Note issued to HGT Capital LLC. dated April 15, 2015 | 8-K | 4/21/15 | 10.1 | Promissory Note issued to HGT Capital LLC. dated April 15, 2015 | 8-K | 4/21/15 | 10.1 | ||
10.9 | Settlement Agreement and Mutual Release dated February 17, 2016 | 10-Q | 3/31/16 | 10.1 | Settlement Agreement and Mutual Release dated February 17, 2016 | 10-Q | 3/31/16 | 10.1 | ||
10.10 | Convertible Promissory Note dated February 17, 2016 | 10-Q | 3/31/16 | 10.2 | Convertible Promissory Note dated February 17, 2016 | 10-Q | 3/31/16 | 10.2 | ||
14.1 | Code of Ethics. | 10-K | 3/29/11 | 14.1 | Code of Ethics. | 10-K | 3/29/11 | 14.1 | ||
X | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||||||
X | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||||||
101.INS | XBRL Instance Document. | X | XBRL Instance Document. | X | ||||||
101.SCH | XBRL Taxonomy Extension – Schema. | X | XBRL Taxonomy Extension – Schema. | X | ||||||
101.CAL | XBRL Taxonomy Extension – Calculations. | X | XBRL Taxonomy Extension – Calculations. | X | ||||||
101.LAB | XBRL Taxonomy Extension – Labels. | X | XBRL Taxonomy Extension – Labels. | X | ||||||
101.PRE | XBRL Taxonomy Extension – Presentation. | X | XBRL Taxonomy Extension – Presentation. | X | ||||||
101.DEF | XBRL Taxonomy Extension – Definition. | X | XBRL Taxonomy Extension – Definition. | X | ||||||
Reports on Form 8-K: | Reports on Form 8-K: | Reports on Form 8-K: | ||||||||
Amendment to Articles of Incorporation - Change of Name | 8-K | 6/30/16 | 5.03 and 7.02 | Regulation FD Disclosure - Press Release | 8-K | 3/2/17 | 7.01, 8.01 & 9.01 | |||
HDS INTERNATIONAL CORP. | ||
(the "Registrant") | ||
BY: | VIKRAM | |
Vikram Grover | ||
President, Principal Executive Officer, | ||
Principal Financial Officer and Principal Accounting Officer |