Quarterly report pursuant to Section 13 or 15(d)

SUBSEQUENT EVENTS

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SUBSEQUENT EVENTS
6 Months Ended
Jun. 30, 2017
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 13 – SUBSEQUENT EVENTS.


In March 2017 the Company entered into a definitive agreement to purchase all of the membership interests of Daily Engage Media LLC ("Daily Engage Media") from unrelated third parties for $4.9 million consisting of cash and shares of its common stock.  The closing of this acquisition was conditioned upon the closing of a then pending secondary firm commitment public offering of the Company's securities.  In July 2017 the Company withdrew the registration statement on Form S-1 previously filed with the SEC and is presently in negotiations with the owners of Daily Engage Media to restructure the terms of the acquisition.  In July 2017 the Company lent Daily Engage $135,000 for working capital under the terms of a promissory note which matures on September 15, 2017.  The obligation is unsecured and interest free.  Upon the closing of the acquisition, $85,000 of the obligation will be forgiven and considered part of the purchase price.  If the acquisition does not close prior to the maturity date, the note will begin accruing interest at 1 ½% per month.


Between July 2017 and August 2017 Mr. W. Kip Speyer, an executive officer and director, lent the Company an aggregate of $310,000 under the terms of 6% and 10% convertible promissory notes.  The notes are unsecured, mature five years from the date of issuance, and are convertible at any time at the option of the holder into shares of the Company's common stock at a conversion price of $0.50 on a $50,000 note issued in July 2017 with the balance convertible at $0.40 per share.  The proceeds were used by the Company for working capital.