SUBSEQUENT EVENTS | NOTE 15-SUBSEQUENT EVENTS Conversion of debt to equity From January 3, 2017 through April 12, 2017: LG Capital Funding, LLC converted a total of $29,150 in principal amount of notes payable and $180 of accrued interest into 72,654,022 shares of the Companys common stock during the dates as follows: Conversion Date Shares Price Per Issued Common Share Interest Total 01/03/17 23,958,961 $ 0.215265 $ 24.20 $ 9,200.00 01/12/17 24,000,857 0.215220 40.33 9,200.00 02/09/17 24,694,204 0.251315 115.45 10,750.00 72,654,022 $ 179.98 $29,150.00 Quarum Holdings, LLC converted a total of $15,634.52 of principal amount of notes payable into 40,609,142 shares of common stock during the following dates: Conversion Date Shares Price Per Issued Common Share Total 01/05/17 12,987,013 $ 0.000385 $ 5,000.00 01/12/17 27,622,129 0.000385 10,634.52 40,609,142 $15,634.52 Convertible notes payable and warrants On January 4, 2017, the Company entered into a $28,000 convertible promissory note with the Power Up Lending Group, Ltd, bearing 8% interest, with a maturity date of October 28, 2017. The Company incurred legal costs of $2,000 and original issue discount fees of $1,000 associated with this note. The conversion price shall be subject to a discount of 45%, determined on the basis of the three lowest closing bid prices for the Companys common stock during the prior 15 trading day period. On January 20, 2017, the Company entered into a $28,890 convertible promissory note with Quarum Holdings LLC, bearing 8% interest, with a maturity date of January 20, 2018. The Company incurred $2,000 in legal fees and $1,890 in original issue discount fees associated with this note. This note is convertible into common shares at a price equal to 55% of the Companys common stock of the lowest bid price for the twenty prior trading days. In addition, the Company issued a warrant exercisable into 3,852,000 shares at an aggregate exercise amount of $5,778 to Quarum Holdings, LLC. On January 20, 2017, the Company entered into a $84,262.50 convertible promissory note with LG Capital Funding, LLC, bearing interest at 8%, with a maturity date of January 20, 2018. The note is convertible into common shares at a 45% discount to the lowest closing bid price with a 20 day look back. This agreement also includes an additional note of $84,262.50, for which the Company has not taken. The Company incurred legal fees of $3,750 and broker fees of $7,500 associated with this note. The Company issued a warrant exercisable into 11,253,333 common shares at an aggregate exercise amount of $16,853. On February 8, 2017, the Company entered into a $28,890 convertible promissory note with Cerberus Finance Group, LTD, bearing interest at 8% with a maturity date of February 8, 2018. This note is convertible into common shares at a price equal to 55% of the lowest closing bid of the Companys common stock as reported on the OTC exchange for the twenty prior trading days. This note also includes another $28,890 note for which the Company has not taken. The Company incurred $2,000 in legal fees and $1,890 in original interest discount fees associated with this note. The Company issued a warrant exercisable into 1,155,600 shares of common stock with an aggregate value of $5,778 to Cerberus Finance Group, Ltd. On February 8, 2017, the Company issued a warrant exercisable into 3,370,000 shares of common stock to LG Capital Funding, LLC at an aggregate exercise price of $16,850. On February 8, 2017, the Company entered into a convertible promissory note with LG Capital Funding, LLC for $84,262.50, bearing interest at 8% with a maturity date of February 8, 2018. This note is convertible into common shares at a 45% discount to the lowest closing bid price with a 20 day look back. The agreement also includes another $84,262.50 promissory note that the Company has not taken. The Company incurred $3,750 in legal fees, $5,512.50 in original issue discount fees, and $7,500 in legal fees associated with this note. On February 8, 2017, the Company entered into a $28,890 convertible promissory note with Quarum Holdings, LLC, bearing interest at 8% with a maturity date of February 8, 2018. This note is convertible into common shares at a price equal to 55% of the Companys common stock of the lowest bid price for the twenty prior trading days. This note also includes another $28,890 for which the Company has not taken. The Company incurred $2,000 in legal expenses, $1,890 in original issue discount fees and $2,000 in investor fees associated with this note On February 9, 2017, the Company entered into a $25,000 convertible promissory note with Power Up Lending Group, Ltd, bearing interest at 8%, with a maturity date of 180 days. The conversion price shall be subject to a discount of 45%, determined on the basis of the three lowest closing bid prices for the Companys common stock during the prior 15 trading day period. The Company incurred legal costs of $2,000 and $1,000 in investor fees associated with this note. On February 9, 2017, the Company entered into a $25,000 convertible promissory note with Power Up Lending Group, Ltd, bearing interest at 8%, with a maturity date of 180 days. The conversion price shall be subject to a discount of 45%, determined on the basis of the three lowest closing bid prices for the Companys common stock during the prior 15 trading day period. The Company incurred legal costs of $2,000 and $1,000 in investor fees associated with this note. On February 9, 2017, Quarum Holdings, LLC exercised a warrant into 1,680,417 shares of the Companys common stock at a conversion rate of $.003815 per share or $1,293. On February 10, 2017, the Company entered into a $36,750 convertible promissory note with Crossover Capital Fund II, LLC, bearing interest at 8% with a maturity date of February 10, 2018. This note is convertible into common shares at a price equal to 60% of the lowest trading price of the Companys common stock for the twenty days prior trading days. This agreement also includes The Company incurred legal fees of $2,000, original issue discount fees of $1,750, and investor fees of $3,500 associated with this note. On February 15, 2017, the Company entered into a $60,000 convertible promissory note with JSJ investments, with a 12% interest rate, with a maturity date of nine months from issuance. This note is convertible into common shares at a price equal to a 45% discount to the lowest closing bid during the previous twenty trading days. The Company incurred $2,000 in legal fees and $4,200 in original issue discount fees associated with this note. On February 16, 2017, the Company entered into a $75,000 convertible promissory note with Auctus Fund, LLC, bearing interest at 12% with a maturity date of November 16, 2017. This note is convertible into common shares at a price equal to the lesser of 55% multiplied by the lowest trading price during the previous twenty-day trading period and the variable conversion price of 50% of the market price, which is the lowest trading price during the last twenty-five trading days. The Company incurred $2,750 in legal fees, $7,000 in original issue discount fees, and $3,263 in broker fees associated with this note. On February 23, 2017, the Company issued a warrant to Quarum Holdings, LLC exercisable into 3,852,000 shares of common stock for an aggregate price of $5,778. Poolworks (Germany), Ltd. On January 20, 2017, the Company signed a Letter of Intent proposal to settle all debts owed by Poolworks (Germany), Ltd with George von Holtzbrinck GmbH & Co for $594,720. The terms of the agreement include two upfront cash payments totaling $162,196 and a 10-year note, with quarterly payments for the remaining $432,524 with an annual interest rate of 5%. On February 8, 2017, the Company executed Share Exchange Agreement with the shareholders of VZ Network Holdings, Inc., a Delaware company (the Selling Company or VZ), purchasing all the issued and outstanding shares of VZ for newly-issued preferred stock of MMEG, with VZ becoming a wholly-owned subsidiary of the Company. VZ owns 100% of the equity of Poolworks (Germany) Ltd, a German company with offices in Berlin. Poolworks (Germany), Ltd. owns and operates the social-media networking platforms studiVZ and meinVZ directed and offered primarily to individuals located in the Republic of Germany In exchange for the VZN Common Stock, the Company issued to the VNZ Majority Shareholders an aggregate of 10,000 shares of non-redeemable, convertible shares of Series C preferred stock of the Company (the Company Series C Preferred Stock). On February 7, 2017, the Company allocated the $10,000,000 purchase price of the VZ Network Holdings, Inc. to: Intangible Asset Domain Names, User Lists, Brand Name - $ 6,600,000 Goodwill 3,400,000 Total $ 10,000,000 The Company amended its articles of incorporation to authorize an aggregate of 10,000 shares of Company Series C Preferred Stock. The Companys Series C Preferred Stock: · does not pay a dividend; · has a stated or liquidation value of $1,000.00 per share, or an aggregate of $10,000,000, as to all shares of Company Series C Preferred Stock; · upon liquidation or a sale of control of the Company is senior to the Company Common Stock; · provides that upon the occurrence of a conversion event (defined as the listing of shares of Company Common Stock on a qualified stock exchange (as defined)), the Company Series C Preferred Stock shall automatically convert into 66,783,870 shares of Company Common Stock, or such other number of shares of Company Common Stock as shall represent 20% of the Companys fully-diluted Common Stock (as defined) on the date of conversion; and · votes with the companys outstanding Common Stock on an as converted basis; A qualified stock exchange is defined as any one of the New York Stock Exchange, the Nasdaq Stock Exchange (including the Nasdaq Capital Markets) or the NYSE: Market Amex Exchange. Purchase of the Chimera® Game assets On March 10, 2017, the Company executed an Asset Purchase Agreement with Nathan Levine, an individual, to purchase the domain name, ChimeraCompanyGames.com (the Website), as well as other associated domain names, Internet Protocol address of the website, web development, software development, design work, engineering work, images and pictures displayed on the website, computer software, artwork, programs and documentation used in the operation of the website, all tangible property mentioned, including but not limited to equipment, business machines, computer hardware and software, tooling and other fixed assets or personal property, all intangible property, including but not limited to all rights, titles and interests of the Seller, if any, under any leases of property or equipment, all intellectual property rights, including but not limited to, trademarks, trade names, service marks, service names copyrights, telephone numbers, telephone listings, email listings, data bases and the like, all contracts and agreements relating to the business inventories, accounts receivable, and all other assets used in the operation of the business. Not included in the sale was existing cash on hand and any causes of action not related to the purchased assets. The purchase price was established as $320,000 with $190,000 paid in a combination of cash and preferred stock and the $130,000 balance financed by a 6% note payable that will be paid in 18 equal monthly payments commencing April 1, 2017. The preferred stock is convertible at the holders option into 60,000 shares of common stock. On March 10, 2017, the Company allocated the $320,000 purchase price of the Chimera® Game assets Intangible Assets: Chimera® Trademark $ 50,000 Email addresses 100,000 Chimera® Online Games 170,000 Total $ 320,000 The Company also signed a consulting agreement with Nathan Levine under which Mr. Levine has agreed to assist in the development of games for which he will be paid by the issuance of unrestricted common stock with a market value of $60,000. The Company also executed consulting agreements with Arkham Labs, developers of Chimera Games to continue the growth of the gaming platform by creating new games for the German social media platform (VZ), and Facebook as well as to update and maintain games currently running. Prioritizing time towards games with the highest earnings and new development with the highest projected return on investment. These games are to be fully owned by the Company. Payment for work done will be made by the issuance of unrestricted common stock. The Company also signed a support services agreement with Arkham Labs to provide customer support to Chimera gamers as they enjoy the various platforms. 2017 Non-Statutory Stock Option Plan In March 2017, the Company adopted its 2017 Non-Statutory Stock Option Plan (hereinafter referred to as the Plan), the nature and purpose of which is to compensate the Companys officers, directors, employees, and consultants (hereafter, collectively, Participants or individually a Participant) for services rendered to the Company and to generate an increased incentive to contribute to the progress of the Company. The Plan is attached as an exhibit to this filing and provides for the issuance of up to 150,000,000 shares of the Registrants common stock (par value $.001) in connection with common stock purchase options granted under the Plan (grants of common stock purchase options are hereafter generically referred to as Awards. Awards under the Plan may be made at any time up until March 15, 2027 (the Plan Expiration Date). The Companys Board of Directors (Board) may appoint and maintain as administrator of this Plan the Compensation Committee (the Committee) of the Board which shall consist of at least three members of the Board. Until such time as the Committee is duly constituted, the Board itself shall have and fulfill the duties herein allocated to the Committee. The Committee shall have full power and authority to designate Plan participants, to determine the provisions and terms of respective Awards (which need not be identical as to number of shares covered by any Award, the method of exercise as related to exercise in whole or in installments, or otherwise), including the Award price, and to interpret the provisions and supervise the administration of this Plan. The purchase price of each share of stock placed under Award shall be determined by the Board not be less than ten percent (10%) of the fair market value of such share on the date the Award is granted or more than the fair market value of such share on the date the Award is granted. The stock subject to this Plan shall consist of un-issued shares or previously issued shares reacquired and held by the Company or any affiliated corporation, and such amount of shares shall be and is hereby reserved for sale for such purpose. The Award exercise period shall be a term determined by the Committee but not for a period of more than ten years from the date of grant. The Plan is not qualified under Section 401(a) of the Internal Revenue Code. To the extent that a participant receives an Award of common stock purchase options with an exercise price below the fair value of the underlying common stock, such Participant may recognize ordinary income with respect to the difference between the exercise price and fair value. To the extent that a Participant receives an Award of common stock, the Participant will recognize ordinary income equal to the aggregate fair market value of the shares issued to the Participant as of the date of issuance. The termination of a participants directorship, employment, consulting relationship may result in the forfeiture of any unvested portion of an Award granted under the Plan. Moreover, any Award of common stock purchase options must be exercised within six months of the cessation of a Participants directorship, employment, or consulting relationship with the Company, as applicable. In the case of a participants death, such exercise period is extended an additional six months. In the case of a Participants termination or removal for cause as defined in the Plan, any unvested portion of an Award of common stock purchase options or other securities shall be immediately forfeited to the Company. The Company filed a Registration Statement on Form S-8 in March 2017 to register those 150,000,000 shares of common stock underlying the options in the Plan. Other On February 7, 2017, the Company issued 5,000 shares of the Companys Preferred Series B stock to Laureen Falco, Chief Accounting Officer for $5,000 in services. On February 7, 2017, the Company issued 30,000 shares of the Companys Preferred Series B stock to David Micek, Senior V.P of Corporate Development, for $30,000 in services. On February 7, 2017, the Company issued 1,000 shares of the Companys Preferred Series B stock to Dennis Gile for $1,000 in services. On February 27, 2017, the Company signed a Letter of Intent to purchase assets, including Neuofuse, CY CogniYouth and Neuromega products from BD Health Partners LLC for $500,000. On March 10, 2017, the Company formed Online Technologies, Inc., a C corporation in the state of Wyoming with 400,000,000 authorized shares of common stock at $0.0000001 par value and 1,000,000 authorized shares of preferred stock at $0.0000001 par value. On February 10, 2017, the Company entered into an agreement with Sentegrity Advisors to perform advisory and strategic services for the Company for a two-year period. The Company agreed to pay a $5,000 monthly payment which could be satisfied through the issuance of common stock. On February 23, 2017, the Company entered into a $75,000 promissory note with Auctus Capital, bearing interest at 8% with a maturity date of February 23, 2018. The conversion price is equal the lesser of (i) 55% multiplied by the lowest Trading Price (as defined below) (representing a discount rate of 45%) during the previous twenty (20) Trading Day period and (ii) the Variable Conversion Price, which is 50% multiplied by the market price (representing a discount rate of 50%). The Company incurred $2,000 in legal fees and $1,750 in original issue discount fees associated with this note. On March 10, 2017, the Company formed Momentous Films, Inc., a C corporation in the state of Wyoming with 250,000,000 authorized shares of common stock at par value of $0.0001 and 50,000,000 authorized shares of preferred stock at $0.0001 par value. |