INVESTMENT IN JOINT VENTURE | NOTE 4 INVESTMENT IN JOINT VENTURE On February 29, 2016, the Company entered into a joint venture agreement with Tumbleweed Holdings, Inc. (TW), pursuant to which a newly formed joint venture company is developing an online dating service around the URL, www.jointlovers.com. The Company and TW own 60% and 40% respectively of equity of the joint venture company. Under the joint venture agreement, the Company and TW agreed as follows: · The Company contributed the URL www.jointlovers.com to the joint venture entity, in exchange for 60% of the joint venture company. · TW contributed $30,000 and agreed to contribute an additional $70,000 towards the development of the online web portal, in exchange for 40% of the joint venture company. With any additional funds required for development to be contributed 60% by the Company and 40% by TW (see Note 17 Subsequent Events). · Revenue from the joint venture company will be shared proportionally with a portion of operating income to be used to repay principal and income due under the convertible notes referenced below (up to $165,000 in principal amount of notes). · TW agreed to purchase an aggregate of $150,000 in principal amount of convertible notes, convertible into shares of the Companys common stock at a conversion price of $.20 per share. In addition to repayment of principal, if the joint venture company has revenues, the notes are entitled to receive a portion of the joint venture companys operating income until they have received an amount equal to 50% of the face value of the notes (see Note 17 Subsequent Events). During the year ended December 31, 2016, Tumbleweed contributed a total of $85,000 to the joint venture company. Tumbleweed has not contributed the remaining $15,000 as of the date of these financial statements. Additionally, both parties agreed to issue the other a warrant to purchase 4.9% of their outstanding common stock. Pursuant to this agreement, TW agreed to issue a warrant to the Company to purchase 9,770,878 shares of its common stock at an exercise price of $0.02 per share, and the Company agreed to issue a warrant to TW to purchase 5,525,318 shares of the Companys common stock at an exercise price of $0.08 per share, valued at $475,751. The warrants have a three-year term and a cashless exercise right (see Note 5 Securities and Note 12 Stock Warrants for details). As of the date of these financial statements, TW has not yet issued the warrants due to the Company. Therefore, the Company has not yet recorded their value on its balance sheet. The Companys ownership of the joint venture company is accounted for under the equity method of accounting, in accordance with ASC 323. Under the equity method of accounting, an Investee Companys accounts are not reflected within the Companys Balance Sheets and Statements of Operations; however, the Companys share of the earnings or losses of the Investee Company is reflected as a gain or loss on the Companys investment. Additionally, under the equity method of accounting, the Companys initial investment in the joint venture company was recorded at the historic cost basis of the contributed domain of $0. Accordingly, the Company expensed $475,751 related to the value of warrants the Company issued and is included as a component of loss on investments in the Companys Statements of Operations for the three months ended March 31, 2016. When the Companys carrying value in an equity method Investee Company is reduced to zero, no further losses are recorded in the Companys financial statements unless the Company guaranteed obligations of the Investee Company or has committed additional funding. When the Investee Company subsequently reports income, the Company will not record its share of such income until it equals the amount of its share of losses not previously recognized. During the three months ended March 31, 2017, the joint venture did not have a net income or loss. During the three months ended March 31, 2016, the joint venture company experienced a net loss attributable to the Companys 60% ownership of $1,326 which was not recorded as an adjustment to the Companys investment account due to the Company having a zero book value in the investment. As of March 31, 2017, Tumbleweed was in default under the terms of the joint venture agreement and owed the joint venture company the remaining $15,000 in development funding and the Company $50,000 for the final note purchase, both of which were due by April 29, 2016. Additionally, Tumbleweed owes the joint venture company $18,904, representing its 40% share of costs in excess of the first $100,000. On August 15, 2016, the Company instituted a legal action in Arizona against, Tumbleweed Holdings Inc., (TW). The complaint alleged that (i) TW breached the joint venture agreement by failing to fund the remaining $15,000 due to the joint venture company by April 29, 2016, (ii) TW breached the joint venture agreement by failing to fund the last $50,000 convertible note due to the Company by April 29, 2016, and (iii) TW breached the joint venture agreement by failing to fund their respective 40% of development expense in excess of the initial $100,000. The Company seeks damages in the amount of $128,000 plus interest. On September 22, 2016, Tumbleweed Holdings Inc., instituted a counterclaim in Arizona in response to the above legal action. The complaint alleged that (i) The Company breached the joint venture agreement by failing to leverage relationships and failing to provide budgeting and accounting records, (ii) the Company breached implied covenant of good faith and fair dealing by enticing TW into making significant contributions and then failing to perform under the agreement, (iii) the Company was unjustly enriched by having use of funds contributed by TW, (iv) the Company converted funds contributed by TW into its own assets, and (v) the Company has not provided accounting for all funds received by TW. TW seeks damages in the amount to be determined at trial. The Company believes these claims are without merit and intends to vigorously defend itself against them. Summary revenue information on the joint venture for the three months ended March 31, 2017 and 2016 is as follows: For the Three Months Ended March 31, 2017 March 31, 2016 (Unaudited) (Unaudited) Revenues $ - $ - Operating Expenses: General administrative - 2,210 Total operating expenses - 2,210 Loss from operations - (2,210) Net Loss $ - $ (2,210) Company Share of Net Loss $ - $ (1,326) |