11. Subsequent Events | 12 Months Ended |
Sep. 30, 2014 |
Notes | |
11. Subsequent Events | 11. SUBSEQUENT EVENTS |
|
On October 1, 2014 Robert Lees resigned as President and CEO and Roger Miguel who had served as Chief Operating Officer was appointed President and CEO. Robert Lees remained in the company and on the Board of Directors. |
|
On October 3, 2014 Robert Lees resigned as CFO and as Director. Roger Miguel assumed the role of Interim CFO. The Board of Director position was left vacant. |
|
On November 10, 2014 the Company entered into an Independent Contractor Agreement with a third party, pursuant to which the Company issued 17,500,000 shares of common stock as an initial payment. |
|
Subsequent to September 30, 2014 the Company issued an aggregate of 16,977,930,591 pre-split shares (42,444,826 post-split) shares of common stock upon conversion of debts in the amount of $822,099. |
|
The following resolution was duly adopted by the Board of Directors of the Company effective as of December 5, 2014: pursuant to authority conferred upon the Board of Directors by the Articles of Incorporation, as amended, of the Company, which authorizes the issuance of up to twenty million (20,000,000) shares of preferred stock, par value $0.001 per share, and by the bylaws of the Company. |
|
It was resolved that pursuant to authority expressly granted to and vested in the Board of Directors of the Company by the Company's Articles of Incorporation, the Board of Directors hereby creates a series of preferred stock, herein designated and authorized as the Series B Convertible Preferred Stock, par value $0.01 per share, which shall consist of Two Million Five Hundred Thousand (2,500,000) of the twenty million (20,000,000) shares of preferred stock which the Company now has authority to issue, and the Board of Directors hereby fixes the powers, designations and preferences and the relative, participating, optional and other special rights of the shares of each such class and series, and the qualifications, limitations and restrictions thereof. The Series B Convertible Preferred Stock shall be entitled to vote on all matters submitted to for a vote to holder of Common stock as if they held five hundred shares of Common stock for each share of Series B Preferred stock. The conversion price of the Series B Convertible Preferred Stock is $0.10 per share. |
|
On December 3, 2014 the Company issued an aggregate of 770,000 shares of common stock to various individuals as compensation for services rendered. This payment was for the first two quarters. Subsequently this program was terminated. |
|
On December 8, 2014, the Company entered into a purchase agreement with Studioplex City, LLC, (”SC”) a Georgia based limited liability company and Jake Shapiro (“Shapiro”), the owner of all membership interests of SC. Pursuant to this agreement, the Company paid Shapiro $2.5 Million in the form of 2,500,000 Series B convertible preferred shares, which were issued to him on December 12, 2014. In return, the Company received 100% of the membership interests of SC.As part of the purchase agreement The Company has formed Studioplex City Acquisition Corp., as a wholly owned subsidiary of the Company. The closing shall take place through this subsidiary. As a result of this transaction Shapiro directly owns 67% of the voting securities of the Company, causing a change of control of the Registrant. |
|
On December 8, 2014 the Company elected Shapiro as a director and Chairman of the Board of Directors of the Company. Mr. Shapiro was formerly a director of Medient Studios, Inc. (now Moon River Studios, Inc.). |
|
On February 8, 2014, the Company completed a 400:1 reverse stock split. |
|
On February 10, 2015, the Company acquired the lease of a 1,560 acre property located in Effingham County, Georgia from Moon River. The purchase price was $10,000,000 and 10,000,000 post-split shares (4,000,000,000 pre-split shares) of FONU2 common stock. Terms of the purchase agreement require that the FONU2 shares be registered and distributed to all Moon River shareholders as of record date February 10, 2015. In addition to the lease, the Company has acquired certain intellectual property and trademarks associated with the project. The property has an independently appraised value in excess of $22,000,000. Included under terms of the original lease, Memorandum of Understanding and supplemental agreement (i) the Company is responsible for an agreed amount of job creation and capital investment in the property, (ii) All property taxes for the property have been waived for the term of the lease, (iii) the property may be purchased at any time with no prepayment penalties, (iv) at the end of the lease, the property may be purchased for $100. FONU2 has assumed the $10,000,000 note secured by the property. The note has an interest rate of zero percent with a 20 year term. |
|
On February 12, 2014 300,000 post-split (120,000,000 pre-split) shares were issued to Roger Miguel and 73,500 post-split (24,900,000 pre-split) shares were issued to an unrelated third party as a performance bonus. |
|
On February 12, 2015, the Company acquired the worldwide distribution rights for the movie Yellow. Under terms of the agreement, FONU2 will receive, in addition to a profit share, a 10% (ten percent) distribution fee, and a 20% (twenty percent) return on all funds expended associated with the acquisition of the rights, print and advertising, marketing, and other expenses associated with the release of the movie. As consideration, FONU2 has committed to provide these costs and fees, along with the assumption of $540,000 of costs associated with the movie. |
|
On February 15, 2015, the Company issued 4,300,000 post split (1,720,000,000 pre-split) common shares to Dr. Yusuf Hameed upon his conversion of his three outstanding convertible notes. These notes consist of an $90,000 convertible note with an 8% per annum interest dated 9/5/2014, a $50,000 convertible note with an 8% per annum interest rate dated 12/22/2014, and a $20,000 convertible note with an 8% per annum interest rate dated 12/31/2014. These notes were settled at a conversion price of $0.04 per share, resulting in the issuance of 4,000,000 post-split (1,600,000,000) common shares. An additional 300,000 post-split (120,000,000 pre-split) shares were issued as a negotiated settlement for the interest due on the notes. Dr. Hameed has agreed a 12 month voluntary lockup provision on these shares. |
|
On February 18, 2015, the Company issued 7,083,333 post-split (2,833,333,200 pre-split) common shares to Penny Marshall in payment of the equity portion of her director’s fee re the movie Effa, which totaled $425,000. The shares were issued at a price of $0.06 per share. |
|
On February 18, 2015, the Company issued 1,250,000 post-split (500,000,000 pre-split) common shares to Michael Mann in payment of the equity portion of his management fee re the movie Effa, which totaled $75,000. The shares were issued at a price of $0.06 per share. |
|
On February 27, 2015, the Company entered into a Rights Acquisition and Investment Agreement with Eagle Productions, LLC with a view toward the Company investing in, co-producing and exploiting the motion picture currently titled Effa to be produced by Eagle Productions. Under this agreement, the Company will acquire the worldwide distribution rights and will invest in the movie. The Company will be the sole and exclusive beneficiary of the worldwide exploitation rights of the picture for all purposes, in perpetuity. The Company will advance a portion of the budget of the picture, consisting of $10,000,000 in restricted common shares at a value of $0.06 per share. The Company agrees to file a Registration statement for these shares. |
|
Once the Company has recouped its advance in full, the Company and Eagle Productions will share in the net profits of the film, with the Company to receive 99% and Eagle Productions to receive 1%. All fees and costs of the Company are to be included in and payable from the budget of the picture. The Company is not liable for any loss should the transaction not proceed for any reason. However, the Company will bear the loss (if any) arising from the initial payment of $75,000 in regards to the director services of Penny Marshall, the issuance of stock (7,083,333 post-split shares) in the value of $425,000 for the services of the director, the initial payment of $75,000 to Wendi Laski under the terms of her producing agreement, and the initial payment of $8,000 made to the writers of the screenplay. |
|
On February 27, 2015, the Company issued 166,666,667 post-split (66,666,666,800 pre-split) common shares at $0.06 per common share to Eagle Productions (which was originally formed by Jake Shapiro) to acquire the worldwide distribution rights for the film Effa, as described above. Film Producer Wendi Laski has been appointed managing director of Eagle Productions LLC. |
|
On March 1, 2015, the Company sold ownership of Zaldiva Comics and Collectibles to Ms. Nicole Leigh, a former director of the Company, for $100 and the settlement of a $10,000 debt. The assets sold consist of Zaldiva.com, Zaldiva.com Comics & Collectibles, Zaldiva Comics & Collectibles, and all of Zaldiva’s inventory and intellectual property. The company was not profitable and was deemed by Management to no longer be a strategic fit for the Company. |
|
On March 1, 2015, Nicole Leigh resigned as a director. |
|
On March 1, 2015, the Company elected Joseph Giamichael as a director. Mr. Giamichael will be the chairman of the audit committee. Mr. Giamichael was formerly a director of Medient Studios, Inc. (now Moon River Studios, Inc.). Other than his experience in serving as a director of Medient, there have been no transactions between Mr. Giamichael and any related party, nor any material plans, contracts, or arrangements to which Mr. Giamichael is a party. |
|
On March 1, 2015, the Company appointed Graham Bradstreet, as Chief Financial Officer. His position will last for one year, and is renewable at the yearly shareholder meeting. |
|
On March 1, 2015, the Company approved the change of its offices to 135 Goshen Rd. Ext., Suite 205, Rincon, GA 31326, with a monthly rent of $2,730. |
|
On March 9, 2015 the Company engaged EquityGroups to conduct an investor campaign to increase the Company’s public awareness. The Company has agreed to pay $2,500 per month for the first three months increasing to $3,500 per month thereafter. The consultant may also earn up to 1M of common shares. From time to time, the Company has an intend to hire a variety of companies to increase public awareness. |
|
|
On March 10, 2015 the Company announced that Ms. Alice P. Neuhauser has been appointed as Chief Operating Officer of the Company. |
|
On March 26, 2015 the Board resolved that the Company issue 1,250,000 shares of unregistered and restricted common shares to Alex Warner in exchange for $50,000 of services. |
|
On March 31, 2015 the Company announced that it had signed definitive agreements to acquire the assets of Applebox Productions. The acquisition is structured as an asset purchase consisting of lights, cameras, grip equipment, electrics, production vehicles, etc. The purchase price of One Million Dollars ($1,000,000) is being financed by a combination of traditional equipment loans and seller financing. The seller-financing note is both corporately guaranteed and personally guaranteed by Mr. Jake Shapiro, Chairman of the Board of the Company. Closing is expected to take place by mid May, 2015 |
|
In the period to March 31, 2015 the Company issued a Long Term Note in the amount of $78,000. The Note matures 36 months after issue. |
|
Subsequent to September 30, 2014, the Company issued $1,154,879 of Convertible Notes. The Convertible Notes have interest rates of between 8% and 12% and mature one year from the date of issue. The Convertible Notes are convertible between no days and 180 days. The discount on conversion ranges from 45% to 50% based on various share prices averaged over a number of days prior to the date of conversion or the date of notice of conversion. |