| NOTE 7 - EQUITY | 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 295,278 have been issued.
The Company intends to issue additional shares in an effort to capital to find 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.
The Company has not completed any merger or acquisition subsequent to the signing of the agreement. As of September, 31,
2015, the shares have not been earned and are unissued. Total
common shares issued and outstanding at September 30, 2015 and December 31, 2014 were 1,015,286 and 295,286. The Company has corrected
the number common shares outstanding from 295,278 as last reported on Form 10-Q for the quarter ended June 30, 2016 to 295,286
and in the original Form 10-Q for the quarter ended September 30, 2015 from 1,015,278 to 1,015,286 in the amended Form 10-Q. The
number of shares outstanding has been understated by eight (8) shares since the Company undertook a 1 for 50 reverse stock split
of the issued and outstanding common shares in October, 2008. The Company is not amending any of its previous filings due to the
insignificance of the change. The change does not affect any dollar amounts in the financial statements or footnotes. 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 Principle
Financial Officer. Pursuant to the Agreement, Mr. Kidd received 5,000 shares of the Companys 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 Companys 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 was incorporated in the State of South Carolina. The principal business of SVG is that of a sport investment
and holding company that seeks to invest, hold and manage its various multisport interests. Ron Konersmann is the Owner/Manager
of Sport Venture Group, LLC. Mr. Konersmann holds voting and investment power over any pecuniary interests in shares of the Company
held by 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. Additional
Paid in Capital On September
30, 2015, effective with a change in control of the Company on the same date, the Company issued 720,000 shares of common stock,
valued at $1,440,000, in exchange for the extinguishment of $525,000 in notes payable, $34,889 in related interest, and $27,974
owed to Mr. Kidd, payable on demand. The Company has relied upon guidance provided in ASC 470-50-40, which states that entities
must determine whether the difference between the fair value of the equity issued and the carrying value of the debt extinguished
should be recognized a gain or loss or characterized as a capital transaction when the transaction was completed with a related
party. We have determined that our previously reported results for the quarter ended September 30, 2015 erroneously included the
loss on extinguishment of debt to a related party of $852,137 as an other income/(expense) item on the unaudited condensed statement
of operations. The amended financial statements recognize it as a capital transaction with a related party and as such, reflect
a decrease to additional paid in capital for the difference. The unaudited condensed statement of operations and balance sheet
for the quarter ended September 30, 2015 included in this Form 10-Q/A have been restated to reflect this change. |
