On April 2, 2019, the Company issued 800,000 shares of widespread stock pursuant to a capital name discover in relation to an Equity Purchase Agreement dated June 18, 2018. As a results of this guarantee, we had recorded $626,388 in accounts payable and accrued liabilities on our stability sheet as of March 31, 2018. During the yr ended March 31, 2019, the 18-month anniversary handed without the widespread stock falling under the set threshold, due to this fact, we have been launched from the assure, and we elevated wealth generators compensation plan extra paid-in capital by $525,000 to remove the beforehand recorded providing prices. During the six months ended September 30, 2019, the 18-month anniversary handed with out the frequent inventory falling below the set threshold, due to this fact, we were released from the guarantee, and we elevated additional paid-in capital by $101,387 to take away the previously recorded providing prices.
It is the paramount responsibility of the board to oversee our administration in the competent and ethical operation of the corporate on a day-to-day basis and to guarantee that the lengthy-term pursuits of the shareholders are being served. To satisfy this responsibility, the directors take a proactive, targeted approach to their place, and set requirements to make sure that we’re committed to enterprise success by way of maintenance of formidable requirements of duty and ethics. If we fail to stay current on our reporting necessities, we could possibly be removed from the OTCQB tier of OTC Markets, which would limit the flexibility of dealer-dealers to sell our securities and the flexibility of stockholders to sell their securities within the secondary market. We may experience development, which can place a strain on our managerial, operational, and monetary techniques sources. To accommodate our present dimension and manage growth if it happens wealth generators compensation plan, we must dedicate administration consideration and resources to enhance our financial strength and our operational methods. Further, we might want to expand, prepare, and handle our gross sales and distribution base. There is not any guarantee that we will be able to successfully manage our current operations or the growth of our operations, or that our services, techniques, procedures, or controls might be enough to assist any future development. Our ability to handle our operations and any future development may have a material impact on our stockholders. We have sought to determine what we consider to be the most important dangers to our enterprise, however we can not predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we now have recognized all possible dangers that might arise.
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During the six months ended September 30, 2019, we issued 52,215,648 shares of common stock in change for internet proceeds of $650,000. In August and September 2019 we issued thirteen,000,000 shares of our widespread inventory for proceeds of $325,000. As of September 30, 2020 and March 31, 2020, we had 2,929,481,329 and https://topcoinsmarket.io/ 3,214,490,408 shares of widespread stock issued and outstanding, respectively. During the six months ended September 30, 2020 we made repayments of $30,000 on the debt.During August 2019, we entered right into a Secured Merchant Agreement for future receivables with an entity that gives fast entry to working capital.
Reference is made to the Company’s Form 8-K filed with the SEC on April 30, 2020 and the exhibits filed as part of the eight-K, together with the SPA, a Voting Agreement, Lock-Up Agreement and the $1.three million convertible notice. On March 29, 2019, we issued 1,000,000 shares of our frequent inventory to an worker as compensation. On December 29, 2018, we issued 3,000,000 shares of our common inventory to TRITON FUNDS LLC as a donation as agreed within https://bitcoinslots-777.com/ the Common Stock Purchase Agreement with TRITON FUNDS LP. As a results of this guarantee we’ve recorded $626,388 in accounts payable and accrued liabilities on our stability sheet as of March 31, 2018. During the nine months ended September 30, 2019, the Company issued 20,270,431 shares of frequent inventory for debt conversion totaling $932,667 which includes $889,950 principal, $40,217 accrued interest and $2,500 due diligence payment.
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See the description under the heading “The Convertible Secured Promissory Notes” for more information. The principal underneath the Notes is convertible into our common inventory at a conversion worth of $0.007 per share, representing a total of 471,428,571 shares. Additionally, we agreed to problem DBR Capital 104,000,000 Default Shares if we default under one or more of the Notes. If all the complete amount owed beneath the Notes was converted and sold and the Default Shares were issued and sold, these shares would represent approximately sixteen.four% of the total variety of shares of our widespread stock outstanding after that conversion as of the date of this prospectus. On April 27, 2020, we entered into the Securities Purchase Agreement and Investor Rights Agreement with DBR Capital. James Bell and David B. Rothrock are at present wealth generators compensation plan members of our board of directors because the designees of DBR Capital. Our co-founders Ryan Smith and Chad Miller each own 50% of CR Capital Holdings LLC and, in consequence, have voting and dispositive management of those shares. Therefore, they’re deemed to be the useful house owners of our shares of widespread stock.Wealth Engineering LLC, 745 Hope Road, Eatontown, NJ 07724, owns 201,706,942 shares of our common inventory. Mr. Rothrock is the only real managing member of DBR Capital.Brian McMullen beneficially owns 290,000,000 shares, which are held in his personal name and in the name of an entity he owns. The Amended and Restated Securities Purchase Agreement additionally provides for the issuance of additional shares of our widespread stock upon any occasion of default underneath the Notes.
- Upon the compensation of the $1,000,000 promissory observe and if the performance obligations aren’t met, the sixty two,500,000 and 187,500,000 shares, respectively, might be returned to the Company.
- In conjunction with the settlement the full debt discount of $3,600,000 was acknowledged into curiosity expense through the 12 months ended March 31, 2020.
- 20,000,000 shares have been awarded upon the execution of his employment settlement, sixty two,500,000 have been issued as collateral to a $1,000,000 promissory observe, and 187,500,000 were issued as an incentive to satisfy sure performance obligations.
- In addition to the above related get together debt transactions that had been excellent as of September 30, 2020, and March 31, 2020 we entered into a $3,600,000 convertible promissory note with a member of the senior administration staff on July 23, 2019.
The note had a zero p.c interest rate and was due within the shorter of three months or the receipt of cash from a $1 million financing arrangement. During the yr ended March 31, 2020, we repaid $60,000 of the amount due under the observe.During March 2019, we entered right into a Secured Merchant Agreement for future receivables with an entity that gives fast access to working capital. On March 29, 2019, we received proceeds from this arrangement of $28,500. In accordance with the terms of the settlement, we were required to repay $45,000 by making day by day ACH payments of $4,500. Accordingly, we recorded $sixteen,500 as a debt low cost on the inception of the agreement, which was the distinction between the funds received and the amount that was to be repaid. During the 12 months ended March 31, 2019, we repaid $four,500 and amortized $1,650 into curiosity expense. During the 12 months ended March 31, 2020, we repaid $forty,500 and amortized $14,850 into interest expense.In January 2019, we entered right into a Convertible Promissory Note and acquired proceeds of $one hundred thirty five,000 after incurring mortgage charges of $three,000. The observe incurs interest at 12% each year and has a maturity date of April eleven, 2020. The Convertible Promissory Note has a variable conversion fee that’s 65% of the lowest closing value through the previous 15-buying and selling-day interval, subject to adjustment. At inception, we recorded a debt discount of $138,000 and captured loan charges, recorded as interest expense, of $450,005.
We have decided that we now have no important uncertain tax positions requiring recognition underneath ASC 740. No tax profit from continuing or discontinued operations have been reported in the March 31, 2020, consolidated financial statements because the potential tax benefit is offset by a valuation allowance of the identical amount. As of March 31, 2020 and 2019, we had 3,214,490,408 and a couple of,640,161,318 shares of widespread stock issued and excellent, respectively. During the yr ended March 31, 2020, the 18-month anniversary passed without the common inventory falling under the set threshold, therefore, we have been released from the assure, and we elevated additional paid-in capital by $a hundred and one,387 to remove the previously recorded offering prices. During the yr ended March 31, 2020 our Board of Directors permitted the designation of 2,000,000 of the Company’s shares of preferred stock as Series B Convertible Preferred Stock. Our Series B Convertible Preferred Stock holders are entitled to 500 votes per share, are entitled to receive cumulative dividends at the annual fee of 12% each year of the liquidation price, equal to $1.20 per share, and can convert one Series B Preferred Stock share into 500 shares of our frequent inventory.
Investors should fastidiously contemplate all of such danger factors earlier than making an investment determination with respect to our frequent inventory. There are no lately issued accounting pronouncements that we now have not yet adopted that we consider are applicable or would have a fabric impression on our financial statements. In the previous we generated revenue from the sale of cryptocurrency mining companies to our prospects through an arrangement with a third-party provider. We recognized cryptocurrency mining service revenue in accordance with ASC where income is measured based mostly on a consideration laid out in a contract with a buyer and recognized when we satisfy the performance obligation specified in every contract. Our performance obligation was to arrange for the third-celebration to supply mining companies wealth generators compensation plan to our clients and payment is obtained on the time of purchase, due to this fact income was acknowledged upon receipt of fee. We acknowledged income in the amount of the payment to which we are entitled to as an agent, or the amount of consideration that we retained after paying the third-celebration the consideration received in trade for the providers the third-celebration was to provide. Our efficiency obligation is to offer companies over a fixed subscription period, due to this fact we recognize income ratably over the subscription interval and deferred revenue is recorded for the portion of the subscription interval subsequent to every reporting date. Our policy is to arrange our financial statements on the accrual foundation of accounting in accordance with accounting rules usually accepted in the United States of America.
During the yr ended March 31, 2020, we amortized $6,711 into interest expense, and recorded further interest expense on the note of $838. There are no recently issued accounting pronouncements that the Company has not but adopted that they believe are relevant or would have a fabric impact on the monetary statements of the Company. We follow ASC subtopic , Earnings per Share (“ASC ”), which specifies the computation, presentation, and disclosure necessities of earnings per share info. Basic loss per share has been calculated primarily based upon the weighted common variety of frequent shares excellent Casino Awards. Convertible debt, inventory choices, and warrants have been excluded as frequent stock equivalents within the diluted loss per share because their impact is anti-dilutive on the computation. The majority of our income is generated by subscription sales and payment is obtained on the time of purchase. We recognize subscription revenue in accordance with ASC the place income is measured based mostly on a consideration laid out in a contract with a customer and recognized after we fulfill the efficiency obligation laid out in each contract.
In this occasion, our stockholders might lose some or all of their investment. Our common stock has closed as low as $zero.005 per share and as excessive as $zero.043 per share since the starting of our fiscal yr that ended March 31, 2020. We consider this volatility may be caused, partly, by variations in our quarterly working results wealth generators compensation plan, delays in development of our applied sciences, changes in market valuations of similar firms, and the amount of our stock available in the market. For the operating period since inception via September 30, 2020, we’ve reported an amassed deficit of $52,536,063.
Further, we have entered into strategic partnerships and have closed a multi-half financing agreement with DBR Capital, LLC, which included adding James Bell and David Rothrock to our board of directors. As of December four, 2020, we had roughly 620 stockholders of report of our common stock and three,062,481,329 shares of frequent inventory issued and outstanding. The issuance of our common stock to DBR Capital upon conversion of the Notes or upon our default could cause dilution, and the sale of the shares of frequent inventory acquired by the promoting stockholder, or the notion that such gross sales might happen wealth generators compensation plan, could cause the price of our common stock to fall. In the event of a liquidation, dissolution, or winding-up of our firm, whether or not voluntary or involuntary, our web remaining proceeds and/or belongings, after paying all of our money owed and liabilities, will be distributed to the holders of frequent stock on a professional-rata basis. We can’t guarantee that we are going to have out there belongings to pay to the holders of frequent stock any quantities upon such a liquidation, dissolution, or winding-up of our company.