Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 15, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | FORGE INNOVATION DEVELOPMENT CORP. | |
Entity Central Index Key | 1,687,919 | |
Trading Symbol | cik0001687919 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 57,771,868 |
Balance Sheets
Balance Sheets - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
ASSETS | ||
Cash | $ 875,937 | $ 655,170 |
Note receivable | 310,000 | |
Real estate - land, at cost | 283,333 | |
TOTAL ASSETS | 1,185,937 | 938,503 |
CURRENT LIABILITIES: | ||
Due to shareholder | 100 | |
Accrued consulting expenses | 300,000 | 56,250 |
Deferred profit | 26,667 | |
Total Current Liabilities | 326,667 | 56,350 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' EQUITY: | ||
Preferred stock ($.0001 par value, 50,000,000 shares authorized; no share issued and outstanding as of September 30, 2017 and December 31, 2016) | ||
Common stock ($.0001 par value, 200,000,000 shares authorized, 57,771,868 and 56,471,378 shares issued and outstanding as of September 30, 2017 and December 31, 2016) | 5,777 | 5,647 |
Additional Paid in Capital | 1,198,463 | 938,495 |
Accumulated Deficit | (344,970) | (61,989) |
Total Stockholders' Equity | 859,270 | 882,153 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 1,185,937 | $ 938,503 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock par value | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 50,000,000 | 50,000,000 |
Preferred stock, share issued | ||
Preferred stock, share outstanding | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares, issued | 57,771,868 | 56,471,378 |
Common stock, shares, outstanding | 57,771,868 | 56,471,378 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Revenue - related party | $ 6,000 | $ 6,000 | ||
Cost of revenue | ||||
Gross Profit | 6,000 | 6,000 | ||
Operating Expenses | ||||
Consulting Expenses | 64,750 | 247,250 | ||
Other Selling, General and Administrative Expenses | 23,116 | 1,510 | 44,831 | 1,522 |
Total Operating Expenses | 87,866 | 1,510 | 292,081 | 1,522 |
Other income | ||||
Interest income | 1,550 | 3,100 | ||
Total Other Income | 1,550 | 3,100 | ||
Net loss | $ (80,316) | $ (1,510) | $ (282,981) | $ (1,522) |
Net loss per common share, basic and diluted | $ 0 | $ 0 | ||
Weighted average number of common shares outstanding, basic and diluted | 57,771,868 | 15,403,751 | 57,632,088 | 5,438,557 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (282,981) | $ (1,522) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 243,750 | |
Change in operating assets and liabilities: | ||
Net cash used in operating activities | (39,231) | (1,522) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Net cash used in investing activities | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of common stock | 260,098 | 76,800 |
Proceeds from shareholder | 100 | |
Repayment to shareholder | (100) | |
Net cash provided by financing activities | 259,998 | 76,900 |
Net Increase in Cash | 220,767 | 75,378 |
Cash at beginning of period: | 655,170 | |
Cash at end of period: | 875,937 | 75,378 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFOR | ||
Interest paid | ||
Income taxes paid | ||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW FOR NON-CASH TRANSACTION: | ||
On June 24, 2016, the Company issued common stock for acquisition of undeveloped land located in Desert Hot Spring with the value of $283,333 | ||
On March 17, 2017, the Company received a Promissory Note in the amount of $310,000 from sales of undeveloped land with the value of $283,333. |
Statements of Cash Flows (Unau6
Statements of Cash Flows (Unaudited) (Parenthetical) - USD ($) | 1 Months Ended | |
Mar. 17, 2017 | Jun. 24, 2016 | |
Statements of Cash Flows [Abstract] | ||
Promissory note amount | $ 310,000 | |
Sold undeveloped land located in Desert Hot Spring | $ 283,333 | $ 283,333 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2017 | |
Organization and Description of Business [Abstract] | |
Organization and Description of Business | Note 1 - Organization and Description of Business Forge Innovation Development Corp., or the “Company”, was initially incorporated in the State of Nevada on January 15, 2016 under the name of You-Go enterprises, LLC (the “Company Predecessor”). On November 3, 2016, the Company filed an amendment to its Articles of Incorporation in the State of Nevada to change the Company’s name to Forge Innovation Development Corp. Our principle executive office is located at 17700 Castleton Street, Suite 469 City of Industry, CA 91748. Tel: 626-361-1393. The Company’s main business will be focus on real estate development, land purchasing and selling and property management. The Company has elected December 31 as its year end. Development Stage Company The Company is considered to be in the development stage as defined in Statement of Financial Accounting Standards (SFAS) ASC 915, “Development Stage Entities”. The Company has devoted substantially all of its efforts to establishing a new business and for which either of the following conditions exists: planned principal operations have not commenced; or the planned principal operations have commenced, but there has been no significant revenue there from. The Company’s first sales activity was in March 2017 by the sale of real estate in Desert Springs, California. There were no significant revenue from real estate management services or sales activities from commercial or residential land development as of September 30, 2017. There is no assurance of any future revenues. Basis of Presentation The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form S-1. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form S-1, have been omitted. Revenue Recognition The Company derives revenue from sale of real estate and property management. Sales and the associated gains or losses of real estate are recognized in accordance with the provisions of ASC Topic 360-20, “Property, Plant and Equipment – Real Estate Sale”. The specific timing of a sale is measured against various criteria in ASC 360-20 related to the terms of the transaction and any continuing involvement in the form of management or financial assistance associated with the properties. If the sales criteria for the full accrual method are not met, we defer some or all of the gain recognition and account for the continued operations of the property by applying the finance, leasing, deposit, installment or cost recovery methods, as appropriate, until the sales criteria are met. The Company recognizes property management revenue for its services in accordance with ASC 605-10, “Revenue Recognition in Financial Statements.” Under these guidelines, revenue is recognized on transactions when all of the following exist: persuasive evidence of an arrangement did exist, delivery of service has occurred, the sales price to the buyer is fixed or determinable and collectability is reasonably assured. Going Concern Assessment Pursuant to ASU No. 2014-15, the Company has assessed its ability to continue as a going concern for a period of one year from the date of the issuance of these financial statements. Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year from the financial statement issuance date. The Company determined that there are no conditions or events that raise substantial doubt about its ability to continue as a going concern as of the date of the issuance of these financial statements. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Taxes [Abstract] | |
Income Taxes | Note 2 - Income Taxes The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the period presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years. As of September 30, 2017 and 2016, the Company has incurred a net loss of $282,981 and $1,522 which resulted in a net operating loss for income tax purposes. NOLs begin expiring in 2036. The loss results in a deferred tax asset of approximately $117,290 and $517 at the effective statutory rate of 34%. The deferred tax asset has been off-set by an equal valuation allowance. September 30, 2017 September 30, 2016 Deferred tax asset, generated from net operating loss at statutory rates $ 117,290 517 Valuation allowance (117,290 ) (517 ) $ - - The reconciliation of the effective income tax rate to the federal statutory rate is as follows: September 30, 2017 September 30, 2016 Federal income tax rate 34.0 % 34.0 % Increase in valuation allowance (34.0 )% (34.0 )% Effective income tax rate 0.0 % 0.0 % The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate 34% to the net loss before provision for income taxes for the following reasons: For the Three Months Ended 2017 2016 Tax benefit at statutory rates $ 27,308 513 Change in valuation allowance (27,308 ) (513 ) Net provision for income taxes $ - - For the Nine Months Ended 2017 2016 Tax benefit at statutory rates $ 96,214 517 Change in valuation allowance (96,214 ) (517 ) Net provision for income taxes $ - - The Company has evaluated and concluded that there are no significant uncertain tax positions required recognition in its financial statements. The Company may from time to time be assessed interest or penalties by major tax jurisdictions. In the event it receives an assessment for interest and/or penalties, it will be classified in the financial statements as tax expense. |
Concentration of Risk
Concentration of Risk | 9 Months Ended |
Sep. 30, 2017 | |
Concentration of Risk [Abstract] | |
Concentration of Risk | Note 3 - Concentration of Risk The Company maintains cash in one account within one local commercial bank located in Southern California. The standard insurance amount is $250,000 per depositors under the FDIC’s general deposit insurance rules. At September 30, 2017, uninsured cash balances in any domestic U.S. financial institution is $643,726. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 - Related Party Transactions On February 1, 2017, the Company entered into a lease for office space (the “Office Lease”) with Glory Investment International Inc. (“Glory Investment”), and our CEO’s mother is the CEO of Glory Investment. Pursuant to the Office Lease, the Company subleased 200 square feet office from Glory Investment, and the monthly rent of $500 is due within first five business days of each month. The term of the Office Lease is renewable from year-to-year. We believe that the rent is at or below market for the space we are occupying. For the nine months and three months ended of September 30, 2017, rent expense were $ 4,000 and $1,500, respectively. On August 1, 2017, the Company entered into an agreement with Bloomage Beverly Hills Investment Inc., whose secretary is the mother of the Company’s CEO, pursuant to which the Company provided property management services for Bloomage Beverly Hills Investment Inc. for the period from August 1, 2017 to December 31, 2017, in exchange for the compensation of $3,000 per month. During the nine months and three months ended September 30, 2017, the Company recognized service revenue in the amount of $6,000. |
Shareholder Equity
Shareholder Equity | 9 Months Ended |
Sep. 30, 2017 | |
Shareholder Equity [Abstract] | |
Shareholder Equity | Note 5 - Shareholder Equity In January 2017, the Company issued 700,340 shares of its $0.0001 par value common stock at the price of $0.2 per share to four investors for $140,068 in cash. In February 2017, the Company issued 600,150 shares of its $0.0001 par value common stock at the price of $0.2 per share to two investors for $120,030 in cash. |
Notes Receivable
Notes Receivable | 9 Months Ended |
Sep. 30, 2017 | |
Notes Receivable [Abstract] | |
Notes Receivable | Note 6 -Notes Receivable On March 17, 2017, the Company entered into a Land Transaction Agreement with Steven Zhi Qin, a third party individual, Pursuant to which, the Company sold the undeveloped land located in Desert Hot Spring with value of $283,333, to Steven Zhi Qin in exchange for a Promissory Note in the amount of $310,000. The Promissory Note is secured by a Deed of Trust to Chicago Title Company, a California corporation and an independent institution insuring the Company’s collection right, and will be due on March 17, 2018, with interest at the rate of 2% per annum, payable in monthly installment of interest only, in the amount of $517. The Promissory Note also applies to Steven Zhi Qin’s personal property located at 1715 East Cortez Street, West Covina, CA 91791 as additional collateral, of which a lien will be recorded against said property. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 7 - Commitments and Contingencies The Company follows ASC 450-20, Loss Contingencies, Advisory Agreement On November 05, 2016, the Company entered into a Consulting Agreement with Speedlight Consulting Services Inc. (the “Consultant”), pursuant to which the Company agrees to compensate the Consultant 3,000,000 shares of Company’s 144 restricted stock when the Company been quoted on OTC Market. As agreed by Company and Consultant, the compensation will be followed as below schedules: a. 2,000,000 shares shall be issued to the Consultant on the date of service completion ( quoted on OTC Market b. 1,000,000 shares shall be issued to the Consultant on the date of service completion ( quoted on OTC Market For the nine months ended and as of September 30, 2017, the consulting expense and accrued consulting expense of $243,750 and $300,000 were recognized, respectively. |
Organization and Description 14
Organization and Description of Business (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Organization and Description of Business [Abstract] | |
Development Stage Company | Development Stage Company The Company is considered to be in the development stage as defined in Statement of Financial Accounting Standards (SFAS) ASC 915, “Development Stage Entities”. The Company has devoted substantially all of its efforts to establishing a new business and for which either of the following conditions exists: planned principal operations have not commenced; or the planned principal operations have commenced, but there has been no significant revenue there from. The Company’s first sales activity was in March 2017 by the sale of real estate in Desert Springs, California. There were no significant revenue from real estate management services or sales activities from commercial or residential land development as of September 30, 2017. There is no assurance of any future revenues. |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form S-1. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form S-1, have been omitted. |
Revenue Recognition | Revenue Recognition The Company derives revenue from sale of real estate and property management. Sales and the associated gains or losses of real estate are recognized in accordance with the provisions of ASC Topic 360-20, “Property, Plant and Equipment – Real Estate Sale”. The specific timing of a sale is measured against various criteria in ASC 360-20 related to the terms of the transaction and any continuing involvement in the form of management or financial assistance associated with the properties. If the sales criteria for the full accrual method are not met, we defer some or all of the gain recognition and account for the continued operations of the property by applying the finance, leasing, deposit, installment or cost recovery methods, as appropriate, until the sales criteria are met. The Company recognizes property management revenue for its services in accordance with ASC 605-10, “Revenue Recognition in Financial Statements.” Under these guidelines, revenue is recognized on transactions when all of the following exist: persuasive evidence of an arrangement did exist, delivery of service has occurred, the sales price to the buyer is fixed or determinable and collectability is reasonably assured. |
Going Concern Assessment | Going Concern Assessment Pursuant to ASU No. 2014-15, the Company has assessed its ability to continue as a going concern for a period of one year from the date of the issuance of these financial statements. Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year from the financial statement issuance date. The Company determined that there are no conditions or events that raise substantial doubt about its ability to continue as a going concern as of the date of the issuance of these financial statements. |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Income Taxes [Abstract] | |
Schedule of deferred tax asset off-set valuation allowance | September 30, 2017 September 30, 2016 Deferred tax asset, generated from net operating loss at statutory rates $ 117,290 517 Valuation allowance (117,290 ) (517 ) $ - - |
Schedule of reconciliation of effective income tax rate to federal statutory rate | September 30, 2017 September 30, 2016 Federal income tax rate 34.0 % 34.0 % Increase in valuation allowance (34.0 )% (34.0 )% Effective income tax rate 0.0 % 0.0 % |
Schedule of provision for income taxes | For the Three Months Ended 2017 2016 Tax benefit at statutory rates $ 27,308 513 Change in valuation allowance (27,308 ) (513 ) Net provision for income taxes $ - - For the Nine Months Ended 2017 2016 Tax benefit at statutory rates $ 96,214 517 Change in valuation allowance (96,214 ) (517 ) Net provision for income taxes $ - - |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Income Taxes [Abstract] | ||
Deferred tax asset, generated from net operating loss at statutory rates | $ 117,290 | $ 517 |
Valuation allowance | (117,290) | (517) |
Deferred tax asset, net |
Income Taxes (Details 1)
Income Taxes (Details 1) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Income Taxes [Abstract] | ||
Federal income tax rate | 34.00% | 34.00% |
Increase in valuation allowance | (34.00%) | (34.00%) |
Effective income tax rate | 0.00% | 0.00% |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Taxes [Abstract] | ||||
Tax benefit at statutory rates | $ 27,308 | $ 513 | $ 96,214 | $ 517 |
Change in valuation allowance | (27,308) | (513) | (96,214) | (517) |
Net provision for income taxes |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Taxes (Textual) | ||||
Net loss | $ (80,316) | $ (1,510) | $ (282,981) | $ (1,522) |
Expiration date for tax operating loss carryforwards | Dec. 31, 2036 | Dec. 31, 2036 | ||
Deferred tax asset | $ 117,290 | $ 517 | $ 117,290 | $ 517 |
Deferred tax asset effective statutory rate | 34.00% | 34.00% |
Concentration of Risk (Details)
Concentration of Risk (Details) | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Concentration of Risk (Textual) | |
FDIC's standard insurance amount | $ 250,000 |
Uninsured cash balances | $ 643,726 |
Related Party Transactions (Det
Related Party Transactions (Details) | Feb. 01, 2017USD ($)ft² | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) |
Related Party Transactions (Textual) | ||||
Rent expense | $ 1,500 | $ 4,000 | ||
Service revenue | $ 6,000 | $ 6,000 | ||
Subsequent Event [Member] | ||||
Related Party Transactions (Textual) | ||||
Compensation | $ 3,000 | |||
CEO [Member] | ||||
Related Party Transactions (Textual) | ||||
Subleased area | ft² | 200 | |||
Monthly rent payments | $ 500 | |||
Lease renewable term | The term of the Office Lease is renewable from year-to-year. |
Shareholder Equity (Details)
Shareholder Equity (Details) - USD ($) | 1 Months Ended | |||
Feb. 28, 2017 | Jan. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | |
Shareholder Equity (Textual) | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Four Investors [Member] | ||||
Shareholder Equity (Textual) | ||||
Common stock issued | 700,340 | |||
Common stock, par value | $ 0.0001 | |||
Common stock issued shares, price per share | $ 0.2 | |||
Common stock issued for cash | $ 140,068 | |||
Two Investors [Member] | ||||
Shareholder Equity (Textual) | ||||
Common stock issued | 600,150 | |||
Common stock, par value | $ 0.0001 | |||
Common stock issued shares, price per share | $ 0.2 | |||
Common stock issued for cash | $ 120,030 |
Notes Receivable (Details)
Notes Receivable (Details) - USD ($) | 1 Months Ended | |
Mar. 17, 2017 | Jun. 24, 2016 | |
Notes Receivable (Textual) | ||
Sold undeveloped land located in Desert Hot Spring | $ 283,333 | $ 283,333 |
Promissory note amount | 310,000 | |
Land Transaction Agreement [Member] | Steven Zhi Qin [Member] | ||
Notes Receivable (Textual) | ||
Sold undeveloped land located in Desert Hot Spring | 283,333 | |
Promissory note amount | $ 310,000 | |
Promissory note due date | Mar. 17, 2018 | |
Promissory note interest rate | 2.00% | |
Promissory note monthly installment of interest amount | $ 517 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Nov. 05, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Commitments and Contingencies (Textual) | ||||||
Accrued consulting expense | $ 300,000 | $ 300,000 | $ 56,250 | |||
Consulting expense | $ 64,750 | $ 247,250 | ||||
Advisory Agreement [Member] | Consultant [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Consultant shares | 3,000,000 | |||||
Restricted stock | 144 | |||||
Consulting agreement, description | a. 2,000,000 shares shall be issued to the Consultant on the date of service completion (quoted on OTC Market). However, if the services cannot be finished within the ten-month period, the Company and the Consultant agree to accept the terms and conditions which are fully described in the item “2. Term and Termination” section. Consultant also agrees a legend being placed on the 2,000,000 shares stock certificate restricting any sales or transfers for one year from the 2,000,000 shares being issued to the Consultant. b. 1,000,000 shares shall be issued to the Consultant on the date of service completion (quoted on OTC Market). However, if the services cannot be finished within the ten-month period, the Company and the Consultant agree to accept the terms and conditions which are fully described in the item “2. Term and Termination” section. Consultant also agrees a legend being placed on the 1,000,000 shares stock certificate restricting any sales or transfers for two years from the 1,000,000 shares being issued to the Consultant. |