| NOTE 6 - STOCKHOLDERS' EQUITY/(DEFICIT) | On
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 September 30, 2015 there has been no funding under the agreement. Common
Stock The
Company has authority to issue fifty million (50,000,000) common with a par value of $.001 of which 1,015,278 have been
issued. The Company intends to issue additional shares in an effort to fund its operations. No
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. On
January 20, 2014, the Company entered into a consulting agreement, effective upon completion of a merger or acquisition,
with their former executive, R. Thomas Kidd. Under the agreement, the Company shall compensate Consultant in the form of two
million (2,000,000) shares of unrestricted common stock of the Company with issuance to occur in installments of 250,000
shares per month for a period of 8 months. Under contractual agreement, the shares are to be issued as unrestricted shares.
Pursuant to a Release Agreement made effective September 29, 2015, and in connection with a change in control of the Company,
the Company was released and
forever discharged from all agreements entered into by and between the Company and R. Thomas Kidd, thereby nullifying
this agreement. On September 29, 2015, the Company issued 720,000 shares of common stock in exchange for the release of debt
and other agreements entered into with R. Thomas Kidd, the Company's former Chief Executive Officer and Director. The excess of
the fair value of consideration paid ($1,440,000) over the debt and accrued interest extinguished ($587,863) was $852,137 and was
recorded to other expense as a loss on the extinguishment of debt because the entities are related parties. Total common shares issued and outstanding at September 30, 2015 and 2014 were 1,015,728 and 295,278 respectively. Preferred
stock The
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 September 30, 2015. 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. On
May 23, 2013, the Company entered into an Executive Employment Agreement with R. Thomas Kidd for services as CEO and Principal
Financial Officer. Pursuant to the Agreement, Mr. Kidd received 5,000 shares of the Company's Series A preferred stock as compensation
for services, for a value of $50,000. On
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 Company's Series A preferred stock as a signing bonus and for
past services as CEO of the Company, valued at $2,000. On
September 30, 2015, Sport Venture Group, LLC and Windy River Group, LLC acquired 5,000 shares (2,500 shares each) of
Convertible Preferred Stock of the Company from R. Thomas Kidd for $250,000. If converted, this would represent 94.424% of
the issued and outstanding common stock of the Company, indicating a change in control of the Company. Sport
Venture Group, LLC Sport
Venture Group, LLC Windy
River Group, LLC Windy
River Group, LLC was incorporated in the State of Massachusetts. The principal business of WRG is that of a private
investment firm with interests in international football, banking, wealth management, and technology. Peter Grieve is the owner/manager
of Windy River Group, LLC. Mr. Grieve holds voting and investment power over any pecuniary interests in shares of the Company
held by WRG. Total
preferred shares, series A, issued and outstanding as of September 30, 2015 and December 31, 2014 were 5,200 and 5,200, respectively. Paid
in capital On September 30, 2015, the company
received $3,000 as contributed capital from a related party to pay expenses. |
