EXHIBIT 16.1
PRO FORMA CAPITALIZATION TABLE
The table below sets forth the Company’s capitalization as of June 30, 2020, on an actual, unaudited basis. In addition, the table below sets forth the Company’s capitalization as of June 30, 2020, as adjusted to give effect to the sale of: (i) 25% of the Offered Shares at an offering price of $0.04 per share, net of offering expenses; (ii) 50% of the Offered Shares at an offering price of $0.04 per share, net of offering expenses; (iii) 75% of the Offered Shares at an offering price of $0.04 per share, net of offering expenses; and (iv) 100% the Offered Shares at an offering price of $0.04 per share, net of offering expenses.
You should read this table in conjunction with the Company’s financial statements and notes which are included in the Offering Circular included in the Post-Qualification Amendment No. 1 to the Offering Statement on Form 1-A (the “Offering Statement”) of which this Exhibit 16.1 forms a part.
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|
| As of 6/30/20 (unaudited) |
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| As of 6/30/20 (unaudited) |
|
| As Adjusted |
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| Actual |
|
| 25% of Offered Shares |
|
| 50% of Offered Shares |
|
| 75% of Offered Shares |
|
| 100% of Offered Shares |
| |||||
Cash and cash equivalents |
| $ | 27,254 |
|
| $ | 719,754 |
|
| $ | 1,419,754 |
|
| $ | 2,119,754 |
|
| $ | 2,819,754 |
|
Convertible Loans |
| $ | 50,000 |
|
| $ | 50,000 |
|
| $ | 50,000 |
|
| $ | 50,000 |
|
| $ | 50,000 |
|
Long-term debt |
| $ | --- |
|
| $ | --- |
|
| $ | --- |
|
| $ | --- |
|
| $ | --- |
|
Common stock, 225,000,000 shares authorized; 150,225,000, 167,725,000(a), 185,225,000(b), 202,725,000(c) and 220,225,000(d) shares issued and outstanding, respectively |
| $ | 150,225 |
|
| $ | 167,725 |
|
| $ | 185,225 |
|
| $ | 202,725 |
|
| $ | 220,225 |
|
Additional paid-in capital |
|
| 8,714,623 |
|
|
| 9,389,623 |
|
|
| 10,072,123 |
|
|
| 10,754,623 |
|
|
| 11,437,123 |
|
Stockholder receivable |
|
| (1,000 | ) |
|
| (1,000 | ) |
|
| (1,000 | ) |
|
| (1,000 | ) |
|
| (1,000 | ) |
Accumulated deficit |
|
| (8,820,861 | ) |
|
| (8,820,861 | ) |
|
| (8,820,861 | ) |
|
| (8,820,861 | ) |
|
| (8,820,861 | ) |
Total stockholders’ equity (deficit) |
|
| 42,987 |
|
|
| 735,487 |
|
|
| 1,435,487 |
|
|
| 2,135,487 |
|
|
| 2,835,487 |
|
Total capitalization |
| $ | 42,987 |
|
| $ | 735,487 |
|
| $ | 1,435,487 |
|
| $ | 2,135,487 |
|
| $ | 2,835,487 |
|
(a) | This number of issued shares does not include a total of 33,209,550 shares underlying Convertible Loans, the convertible portions of which may be converted within 60 days of the date of the Offering Statement. |
(b) | This number of issued shares does not include a total of 36,674,550 shares underlying Convertible Loans, the convertible portions of which may be converted within 60 days of the date of the Offering Statement. |
(c) | This number of issued shares does not include a total of 40,139,550 shares underlying Convertible Loans, the convertible portions of which may be converted within 60 days of the date of the Offering Statement. |
(d) | This number of issued shares does not include a total of 43,604,550 shares underlying Convertible Loans, the convertible portions of which may be converted within 60 days of the date of the Offering Statement. |