Equity Transactions | 7. EQUITY TRANSACTIONS The Company is authorized to issue 3,000,000,000 shares of common stock with a par value of $0.001 per share. These shares have full voting rights. There were 1,581,855,296 and 1,032,123,906 issued and outstanding as of December 31, 2015 and 2014, respectively. The Company is also authorized to issue 100,000,000 shares of common stock, Class A with a par value of $0.001 per share. These shares have 10 votes per share. There were 0 issued and outstanding as of December 31, 2015 and 2014. The Company is also authorized to issue 1,000,000 shares of preferred stock. These shares have full voting rights of 67% on all shareholder matters pursuant to amended certificate of designation filed with the Nevada Secretary of State. There were 1,000,000 issued and outstanding as of December 31, 2015 and 2014. On February 9, 2012, the Company established a 2012 Equity Compensation Plan that authorizes the Company to issue up to 50,000,000 common shares to staff or consultants for services to or on behalf of the Company. The Company filed a Registration Statement Form S-8 with the U.S. Securities and Exchange Commission on February 14, 2012, file no. 333-179501, to register the shares covered under the plan. As of December 31, 2014, the Company has issued 47,250,000 common shares as compensation under the plan to various executives and consultants of the Company. On April 28, 2014, the Company filed a Form S-8 (file no. 333-195510) registering 6,500,000 common shares under a 2014 Stock Compensation Plan A. As of December 31, 2014, the Company has issued 6,000,000 common shares as compensation under the plan to various executives and consultants of the Company. On July 25, 2014, Bogat Family Trust, Raymond Dabney trustee, representing a majority of Series A preferred stockholders, signed a shareholder resolution to approve an amendment to the certificate of designation preferences and rights for Series A preferred shares. Pursuant to the amendment filed with the Nevada Secretary of State, the voting rights of Series A preferred stockholders was changed from 1,000 votes per share to 67% of the total vote on all shareholder matters. No common stockholders voted on this resolution or amendment. On September 22, 2014, the Company filed a Certificate of Amendment with the Nevada Secretary of State to increase its authorized from 951,000,000 to 1,601,000,000 shares. The number of authorized shares of common stock increased from 850,000,000 to 1,500,000,000. On October 10, 2014, the Company filed a Form S-8 (file no. 333-199251) registering 6,500,000 common shares under a 2014 Stock Compensation Plan B. As of December 31, 2014, the Company has issued 6,000,000 common shares as compensation under the plan to various executives and consultants of the Company. On December 5, 2014, the Company filed a Form S-8 (file no. 333-200747) registering 50,000,000 common shares under a 2014 Stock Compensation Plan C. As of December 31, 2014, the Company has issued 39,960,310 common shares as compensation under the plan to various executives and consultants of the Company. On March 25, 2015, the Company filed a Form S-8 (file no. 333-202982) registering 50,000,000 common shares under a 2015 Stock Compensation Plan. As of December 31, 2015, the Company has issued 46,448,000 common shares as compensation under the plan to various executives and consultants of the Company. On August 18, 2015, the Company filed a Form S-8 (file no. 333-206443) registering 50,000,000 common shares and 100,000,000 incentive stock options or Non-Statutory Stock Options under a 2015 Equity Award Plan. As of December 31, 2015, the Company has issued 47,000,000 common shares as compensation and has issued 2,500,000 Incentive Stock Options exercisable at $0.04 a share and 76,500,000 Non-Statutory Stock Options exercisable at $0.01 a share under the plan to various consultants and managements of the Company and 76,500,000 Non-Statutory Stock Options have been exercised at $0.01 a share. During the year ended December 31, 2015, the Company issued the following common stock: During the fiscal year ended December 31, 2015, we sold the following shares in an unregistered offering: On January 20, 2015, the Company issued a private placement offering to an accredited investor for 10,000,000 commonshares at $0.025 per share. Gross proceeds of $250,000 under the private placement offering were received by the Company. As set out below, we have issued securities in exchange for services, properties and for debt, using exemptions available under the Securities Act of 1933. During the year ended December 31, 2015, the Company issued stock pursuant to consulting agreements with several parties as follows: On January 1, 2015, the Company issued 5,000,000 Rule 144 restricted shares of common stock with a fair market value of $275,500 to Chad S. Johnson, COO/General Legal Counsel for services under a November 25, 2014 management agreement. On January 1, 2015, the Company entered into an agreement and issued 545,000 shares of S-8 registered free-trading common stock with a fair market value of $30,029.50 to a consultant for services. On January 15, 2015, the Company entered into an agreement and issued 15,000,000 shares of Rule 144 restricted common stock with a fair market value of $922,500 to Richard Cowan, former CFO for services. On January 15, 2015, the Company issued 15,000,000 shares of Rule 144 restricted common stock with a fair market value of $922,500 for settlement of $150,000 in liabilities. Loss on the settlement was $772,500. On January 18, 2015, Mario Lap, the Company’s director and director and officer of EU subsidiaries, loaned $4,031 to Cannabis Science BV a wholly-owned subsidiary of the Company. On January 20, 2015, the Company entered into an agreement and issued 5,000,000 shares of Rule 144 restricted common stock with a fair market of $322,500 and 8,240,310 shares of S8 registered free-trading common stock with a fair market value of $525,671 to Robert Kane, CFO for services. On January 27, 2015, the Company issued 4,318,000 shares S-8 registered free-trading common stock with a fair market value of $237,922 to Chad S. Johnson, COO/General Council for services under November 25, 2014 agreement. On January 29, 2015, the Company paid $120,000 in cash to Old West Entertainment Corp. as instructed by Raymond Dabney, CEO, as payment of management fees owing to Mr. Dabney. On January 31, 2015, the Company issued 2,726,000 shares of S-8 registered common stock with a fair market value of$150,203 to Dr. Dorothy Bray, former CEO, for services under November 5, 2014 agreement. On January 31, 2015, the Company issued 2,726,000 shares of S-8 registered common stock with a fair market value of $150,203 to Raymond Dabney, CEO, for services under November 5, 2014 agreement. On February 20, 2015, the Company entered into an agreement and issued 300,000 shares of Rule 144 restricted common stock with a fair market value of $15,300 to each of four consultants to services in conjunction with the MGT acquisition. On March 3, 2015, the Company entered into an agreement and issued 5,000,000 shares of S-8 registered free-trading common stock and 7,500,000 shares of Rule 144 restricted common stock with a fair market value of $625,000 to John Dalaly, President of MGT for services in conjunction with the MGT acquisition. On March 16, 2015, the Company entered into two agreements and issued 2,500,000 shares of Rule 144 restricted common stock and 2,500,000 shares of S8 registered common stock with a fair market value of $255,000 to each of the two consultants. On March 16, 2015, the Company entered into an agreement and issued 5,000,000 shares of Rule 144 restricted common stock and 2,500,000 shares of S8 registered common stock with a fair market value of $382,500 to a consultant for services. On March 16, 2015, the Company entered into an agreement and effectively issued 1,000,000 shares of S-8 registered free-trading common stock with a fair market value of $51,000 to a consultant for services. On March 26, 2015, the Company entered into an agreement and effectively issued 5,000,000 shares of S-8 registered free-trading common stock with a fair market value of $222,500 to a consultant for legal advisory services for European operations. On March 26, 2015, the Company entered into an agreement and effectively issued 3,000,000 shares of S-8 registered free-trading common stock with a fair market value of $133,500 to a consultant for services. On March 26, 2015, the Company entered into an agreement and effectively issued 2,500,000 shares of Rule 144 restricted common stock with a fair market value of $111,250 in addition to 2,500,000 stock options exercisable at $0.04 per share to a consultant for investor relations services. On March 26 2015, the Company entered into an agreement and effectively issued 5,000,000 shares of Rule 144 restricted common stock with a fair market value of $222,800 to a legal consultant in Europe for the Company’s wholly owned subsidiary. On April 20, 2015, the Company entered into an agreement with an American legal group for legal services to be provided and effectively issued 5,000,000 shares of Rule 144 restricted common stock with a fair market value of $168,000 as retainer for services to be rendered. On April 29, 2015, the Company issued 40,000,000 common shares for settlement of $40,000 of stockholder debt with Intrinsic Capital Corp., for a loss on settlement of $1,360,000, from the stockholder notes payable originating on December 31, 2013. On April 30, 2015, the Company issued 10,000,000 shares S-8 registered free-trading common stock with a fair market value of $350,000 to Robert Kane, CFO/Director under January 20, 2015 agreement. On April 30, 2015, the Company issued 1,500,000 shares S-8 registered free-trading common stock with a fair market value of $56,500 and 1,000,000 shares of Rule 144 restricted common stock with a fair market value of $35,000 to a consultant under January 10, 2014 agreement. On April 30, 2015, the Company issued 5,000,000 shares of Rule 144 restricted common stock with a fair value of $222,800 to a legal firm for an engagement agreed on March 26, 2015 for the Company’s European legal requirements. On April 30, 2015, the Company issued 3,500,000 shares S-8 registered free-trading common stock with a fair market value of $169,050 to a consulting firm under March 9, 2015 Research Service Agreement. On April 30, 2015, the Company issued 5,000,000 shares of S-8 registered common stock with a fair market value of $175,000 to Dr. Dorothy Bray, former CEO, for services under November 5, 2014 agreement. On April 30 2015, the Company issued 10,000,000 shares of S-8 registered free-trading common stock with a fair market value of $350,000 to Chad S. Johnson, COO/General Legal Counsel for services under a November 25, 2014 management agreement. On April 30, 2015, the Company issued 2,500,000 shares of S-8 registered free-trading common stock with a fair market value of $95,000 to a consultant under April 24, 2015 Management Agreement. On April 30, 2015, the Company issued 5,000,000 shares of S-8 registered free-trading common stock with a fair market value of $175,000 to a consultant under April 29, 2015 Consulting Agreement. On April 30, 2015, the Company issued 3,500,000 shares of S-8 registered free-trading common stock with a fair market value of $122,500 to John Dalaly, President of Michigan Green Technologies, LLC for management services under March 3, 2015 Management Agreement. On April 30, 2015, the Company issued 948,000 shares of S-8 registered free-trading common stock with a fair market value of $33,180 to a consultant for services under November 19, 2014 Consulting Agreement. On May 21, 2015, the Company issued 5,000,000 shares of Rule 144 restricted common stock with a fair market value of $148,000 to IGX Bio, Inc. pursuant to the joint development agreement with the Company. On July 1, 2015, the Company issued 1,500,000 shares of S-8 registered free-trading common stock with a fair value of $30,750 to a consultant under November 20, 2014 Management Agreement. On July 7, 2015, the Company entered into a Non-Exclusive Commercial Licensing and Franchise Option Agreement with Purple Haze Properties LLC and agreed to issue 10,000,000 shares of Rule 144 restricted common stock with a fair value of $205,000. These shares were issued on January 26, 2016. On July 14, 2015, the Company entered a management agreement with a consultant and agreed to issue 1,000,000 shares of Rule 144 restricted common stock with a fair value of $20,500. On July 16, 2015, the Company issued 10,000,000 shares of Rule 144 restricted common stock for the Assets Purchases from Equi-Pharm. The agreement was not completed until November 16, 2015 and the market value of $200,000 on November 16, 2015 was used. On August 18, 2015, the Company entered a consulting agreement with a consultant and agreed to issue 2,500,000 shares of Rule 144 restricted common stock and 2,500,000 shares of S-8 registered free trading common stock with a fair market value of $174,500. On August 20, 2015, the Company issued 25,000,000 common shares for settlement of $25,000 on part of the $55,0810 stockholder debt with Stacey Lewis, for a loss on settlement of $770,000, from the stockholder notes payable originating on February 18, 2015. On September 1, 2015, the Company issued 5,000,000 shares of S-8 registered free-trading common stock with a fair market value of $175,000 to an officer of the Company’s wholly owned subsidiary in Europe under September 1, 2015 management agreement. On September 2, 2015, the Company approved dividend paid in the form of common stocks and warrants. The fair value of the dividends was $473,527. In March 2016, the Financial Industry Regulatory Authority (FINRA) has refused the approval of the dividend and the dividends was not recorded as of December 31, 2015. On October 13, 2015, the Company issued 5,000,000 shares of S-8 registered free-trading common stock with a fair market value on November 16, 2015 of $140,000 to the Chief Operating Officer of Equi-Pharm, LLC for management of the Company’s wholly owned subsidiary, Equi-Pharm, LLC. Incorporated on November 16, 2015. On October 13, 2015, the Company issued 1,500,000 shares of S-8 registered free-trading common stock with a fair market value of $42,000 to John Dalaly, President of MGT for services under March 3, 2015 Management Agreement. On November 1, 2015, the Company issued 7,500,000 shares of R144 restricted common stock for investor relation services with a fair market value of $172,500 under a consulting agreement. On November 5, 2015, the Company was to issue 2,000,000 shares of R144 restricted common stock to Mr. Raymond Dabney under November 5, 2014 management agreement. This shares were issued on March 8, 2015 with a fair market value of $21,538. On December 2, 2015, the Company issued 1,000,000 shares of R144 restricted common stock for a 3 months consulting service with a fair market value of $17,500 under a service agreement. On December 3, 2015, the Company issued 26,000,000 shares of S-8 registered free-trading common stock with a fair market value of $452,400 to Dr. Dorothy Bray, former CEO, for services under November 5, 2014 agreement. On December 3, 2015, the Company issued 10,500,000 shares of Rule 144 restricted common stock with a fair market value of $182,700 to BHD Holdings BV, a company controlled by Dr. Dorothy Bray, former CEO, for services under November 5, 2014 agreement. On December 3, 2015, the Company issued 12,000,000 shares of S-8 registered free-trading common stock with a fair market value of $208,800 to Dr. Khadija Benlhassan for consulting services under November 25, 2014 agreement. On December 3, 2015, the Company issued 8,000,000 shares of Rule 144 restricted common stock with a fair market value of $139,200 to KBLH BV for consulting services under November 25, 2014 agreement. On December 3, 2015, the Company issued 7,500,000 shares of Rule 144 restricted common stock with a fair market value of $130,500 to John Dalaly, President of MGT for services under March 3, 2015 Management Agreement. On December 9, 2015, the Company issued 20,000,000 shares of Rule 144 restricted common stock with a fair market value of $326,000 to Immunoclin Limited, a company indirectly controlled by Mr. Raymond Dabney, CEO of the Company through Castor Management Services, Inc. with Dr. Dorothy Bray, for research and development services under December 9, 2015 agreement. On December 30, 2015, the Company cancelled and void 300,000 shares of Rule 144 restricted common stock issued on February 20, 2015 with a fair market value of $15,300 to a consultant who returned the shares and resigned from the services due to conflict of interest with the Michigan Green Technologies, LLC. During the year ended December 31, 2015, the Company issued stock pursuant to debt settlement agreements as follows: On January 15, 2015, the Company entered into a debt settlement agreement and issued 15,000,000 shares of common stock on March 12, 2015 to Richard Cowan, former director and CFO, to settle $150,000 in promissory notes originating on November 6, 2013 for a loss on settlement of $772,500. On February 20, 2015, the Company issued 30,828,080 common shares for settlement of $30,828 of stockholder debt with Intrinsic Capital Corp., for a loss on settlement of $1,510,576, from the stockholder notes payable originating on July 23, 2013 ($18,328), August 15, 2013 ($1,250), August 30, 2013 ($1,250), and September 9, 2013 ($10,000). On April 29, 2015, the Company issued 40,000,000 shares of common stock pursuant to a debt settlement agreement with Intrinsic Capital Corp. to settle $40,000 in debt owing under December 31, 2013 note payable for a loss on settlement of $1,360,000. On August 20, 2015, the Company entered into a partial debt settlement agreement with Stacey R. Lewis, a stockholder of the Company, to retire $25,000 of the $55,810 in promissory notes originated on February 18, 2015 and issued 25,000,000 shares of common stock to partially settle the debt for a loss on settlement of $770,000. On October 22, 2015, the Company entered into a partial debt settlement agreement with Stacey R. Lewis to retire $30,000 of the $55,810 in promissory notes originated on February 18, 2015 and issued 30,000,000 shares of common stock to partially settle the debt for a loss on settlement of $723,000. On November 13, 2015, the Company entered into a partial debt settlement agreement with Stacey R. Lewis to retire $30,000 of the $75,044 in promissory notes originated on March 21, 2015 and issued 30,000,000 shares of common stock to partially settle the debt for a loss on settlement of $564,000. The aforementioned shares for the settlement of debts were issued without legend under an exemption under Rule 144(b)(1) of the Act. Over six months has passed since the debts accrued on the books of the Company; the Seller is not now, and during the three month period preceding the transaction has not been considered an “affiliate” of the Company. Furthermore, pursuant to Rule 144(d)(1)(i) the Company is, and has been for a period of at least 90 days immediately before the proposed sale, subject to the reporting requirements of section 13 or 15(d) of the Securities and Exchange Act of 1934, and the proposed resale of the Shares in addition to the Company not being considered a shell company under Rule 144(i)(1). All relating shares were issued to settle the debts. Stock Options: The following options were issued to the Company’s V.P of investor relations, CFO and Director for services under a September 16, 2011 agreement: (i) the option to purchase 100,000 common shares at ten cents ($0.10) per share; (ii) the option to purchase 100,000 common shares at twenty cents ($0.20) per share; (iii) the option to purchase 500,000 common shares at thirty-five cents ($0.35) per share; and (iv) the option to purchase 1,000,000 common shares at fifty cents ($0.50) per share. On August 16, 2015 the Company approved and registered 100,000,000 common stock option at an exercise price of $0.01 under the Company’s 2015 Equity Award Plan and entered into 10 Non-Statutory Stock Option Agreements with certain consultants on August 26, 2015 for 60,000,000 common shares, and on September 22, 2015 for 1,500,000 common shares with one consultant, and on December 4, 2015 for 15,000,000 with two consultants for a total of 76,500,000 common shares. A summary of the status of the Company’s option grants as of December 31, 2015 and the changes during the period then ended is presented below: Shares Weighted-Average Outstanding December 31, 2014 1,700,000 $ 0.410 Granted 79,000,000 $ 0.011 Exercised 76,500,000 $ 0.010 Expired — — Outstanding December 31, 2015 4,200,000 $ 0.195 Options exercisable at December 31, 2015 4,200,000 $ 0.195 1,700,00 shares of these options at an exercise price of $0.17a share do no expire and continuing indefinitely for the duration of existing management agreement and services thereunder with Robert Kane and 2,500,000 shares at an exercise price of $0.04 a share expires on March 25, 2016. The weighted average fair value at date of grant for options during year ended December 31, 2015 was estimated using the Black-Scholes option valuation model with the following: Average expected life in years 2 Average risk-free interest rate 2.00 % Average volatility 75 % Dividend yield 0 % |