Subsequent Events | NOTE 5 SUBSEQUENT EVENTS On April 26, 2017, pursuant to a Common Stock Purchase Agreement dated April 5, 2017 by and among Manchester Explorer, L.P. (the “Purchaser”), the Registrant (“us,” “we,” “our,” or the “Company”) and certain of our then officers, directors and one related party (the “SPA”), the Purchaser acquired 2,900,000 shares (the “Shares”) of our restricted common stock for a purchase price of $375,000 (the “Share Acquisition”). Pursuant to the SPA and contemporaneously with the closing of the Share Acquisition, our then Board of Directors appointed James E. Besser as our President and a director and Morgan C. Frank as our Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and a director; and immediately following such appointments Wayne R. Bassham, Derrick M. Albiston and Todd L. Albiston (collectively, the “Former Directors”) resigned as our directors and officers. In connection therewith such Former Directors (i) cancelled 544,900 shares of our common stock owned by them in consideration for the payment by us of $12,000, and (ii) sold 247,248 of their shares for an aggregate purchase price of $4,944.96 or $0.02 per share, to Kelly Trimble, who may be deemed a related party to the Company; and 20,000 shares to our former legal counsel as part of his engagement in connection with the Share Acquisition and related transactions for an aggregate purchase price of $400 or $0.02 per share. Contemporaneously with the Share Acquisition closing, a shareholder of the Company canceled all 104,916 shares of our common stock owned by him in consideration of the payment by us of $2,098, and for an additional payment of $128,000, such person released the Company for advances made by him to or for our benefit, and we paid various of our lenders an aggregate of $92,170 in exchange for their releases. The 247,248 shares purchased by Mr. Trimble, and the remaining 45,000 shares owned by the Former Directors, is being held in escrow to indemnify the Purchaser and the Company in the event of, among other items, various breaches of the SPA during the 12 month period following the closing date of the Share Acquisition. An additional sum of $62,500 was paid by the Company to Mr. Trimble for his agreement to place into escrow such 247,248 shares for indemnification purposes. Separately, Mr. Trimble paid $25,000 to a person who introduced him to the Share Acquisition. Legal and other expenses paid by the Company relating to the Share Acquisition and related transactions amounted to approximately $78,000. As a result of such transactions, after the closing of the Share Acquisition, we had (i) 3,500,000 shares of our common stock issued and outstanding, of which the Purchaser owned 2,900,000 such shares and (ii) no outstanding indebtedness and nominal assets. |