| Subsequent Events | 5. SUBSEQUENT EVENTS On September 18, 2019, the Company, R-M Merger
Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), The Maslow Media Group, Inc. (“Maslow”),
Jeffrey Eberwein, Naveen Doki, and Silvija Valleru (together with Dr. Doki, the “Shareholders”) entered into a Merger
Agreement (the “Merger Agreement”). The Merger Agreement provided for, among other things, a business combination whereby
Merger Sub would merge with and into Maslow, with Maslow as the surviving entity (the “Merger”). The Merger closed
in accordance with the terms of the Merger Agreement on October 29, 2019. As a result of the Merger, the separate corporate existence
of Merger Sub ceased, and Maslow continued as the surviving corporation and a wholly owned subsidiary of the Company. Prior to the closing of the Merger, as required
by the Merger Agreement, the Company undertook certain actions, including, but not limited to, certain debt conversions. Pursuant
to a debt conversion agreement dated October 28, 2019 between the Company and Lone Star Value Co-Invest I, LP (“LSV Co-Invest”)
and a debt conversion agreement dated October 28, 2019 between the Company and Lone Star Value Investors, LP (“LSV Investors”)
(together, the “Debt Conversion Agreements”), the Company converted substantially all of its issued and outstanding
liabilities and debts into 1,085,307 shares of its authorized, issued and outstanding common stock, pursuant to which $50,000 and
$70,000 in principal and interest accrued through September 18, 2019, was converted into 514,893 and 570,414 shares of the Company’s
common stock for LSV Investors and LSV Co-Invest, respectively. As of the date of the Debt Conversion Agreements, each of LSV Investors
and LSV Co-Invest were significant shareholders of the Company’s common stock, each owning greater than 5%, and therefore
were related parties of the Company. As a result of the Merger, the Company ceased
to be a shell company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”)
and by virtue of its ownership of Maslow became an indirect operating entity. The Merger is intended to be a reorganization within
the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and the Merger Agreement
is intended to be a “plan of reorganization” within the meaning of the regulations promulgated under Section 368(a)
of the Code and for the purpose of qualifying as a tax-free transaction for federal income tax purposes. The parties to the Merger
Agreement agreed to report the Merger as a tax-free reorganization under the provisions of Section 368(a), and covenanted that
none of them will take or cause to be taken any action which would prevent the transactions contemplated by the Merger Agreement
from qualifying as a reorganization under Section 368(a). At the effective time of the Merger, all shares
of Maslow common stock issued and outstanding immediately prior to the effective time of the Merger were converted into a number
of shares of the Company’s common stock constituting 94% of the total issued and outstanding shares of Company common stock,
or 282,000,000 shares (the “Merger Consideration”). The shareholders of the Company as of immediately prior to the
closing collectively retained a total aggregate number of shares of the Company’s common stock constituting 6% of the issued
and outstanding shares of the Company’s common stock immediately following the effective time of the Merger, or 18,000,000
shares of the Company’s common stock. In addition, at the effective time of the Merger,
each share of Maslow common stock that was issued and outstanding immediately prior to the effective time of the Merger that was
owned by Maslow as treasury stock was canceled and retired without any payment or distribution with respect to such shares; any
outstanding shares of Maslow common stock that were owned by the Company, Merger Sub or any other direct or indirect wholly owned
subsidiary of the Company or Merger Sub, were cancelled and retired and ceased to exist and no cash or consideration was delivered
in exchange for such shares; and all outstanding shares of common stock of Merger Sub issued and outstanding immediately prior
to the effective time of the Merger were converted into and became, collectively, one share of Maslow common stock and constitute
the only outstanding share of capital stock of Maslow. At the closing, the then-current members of
the Company’s Board of Directors consisting of Hannah Bible, Shawn Miles, and Julia Dayton elected Mark Speck to serve on
the Company’s Board of Directors, and subsequently each of Mr. Miles and Ms. Dayton resigned. Mr. Eberwein remained as a
Board observer. Also, at the closing, the officers of the Company
as of immediately before the closing resigned, and the Company’s Board of Directors, as newly constituted as set forth above,
elected new officers of the Company, consisting of Nick Tsahalis (as President) and Mark Speck (as Chief Financial Officer and
Secretary). On October 30, 2019, the Company’s Board
of Directors appointed Nick Tsahalis, the Company’s President, as a member of the Board of Directors. Following Mr. Tsahalis’
appointment to the Board of Directors, the Company’s Board of Directors consists of three directors: Nick Tsahalis, Mark
Speck and Hannah Bible. The Company previously indicated that at the
closing of the Merger, the Company entered into a Lock-Up Agreement with each of Mr. Eberwein, Dr. Doki, Shirisha Janumpally,
Dr. Valleru, Igly Trust, a trust for which Kalyan Pathuri (Dr. Valleru’s spouse) is sole trustee and beneficiary, and Judos
Trust, a trust for which Mrs. Janumpally is the sole trustee and beneficiary (each a “Holder”) (each, a “Lock-Up
Agreement”) pursuant to which each Holder agreed not to (i) offer for sale, sell, pledge or otherwise dispose of (or enter
into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time
in the future of) any shares of Company common stock; (ii) enter into any swap or other derivatives transaction that transfers
to another, in whole or in part, any of the economic benefits or risks of ownership of shares of Company common stock, whether
any such transaction is to be settled by delivery of shares of Company common stock or other securities, in case or otherwise;
or (iii) publicly disclose the intention to do (i) or (ii) constituting the merger consideration or held by the Holders as of
the closing of the Merger for a period of one year following the closing of the Merger. However, the Company waived the requirement
that each of Mrs. Janumpally, Federal Systems (a company owned and controlled by Mrs. Janumpally), Mrs. Pathuri and Mr. Eberwein
enter into a Lock-Up Agreement. Accordingly, such persons did not enter into a Lock-Up Agreement with the Company. Although shares
held by such persons are not subject to a Lock-Up Agreement, the shares are restricted and may not be sold without registration
or an exemption from registration. Because the Company was a shell company prior to the Merger, Rule 144 will not be available
for the resale of such shares until one year has elapsed, in addition to certain other requirements. |
