Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | Feb. 14, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | Franchise Holdings International, Inc. | |
Entity Central Index Key | 1,096,275 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 119,127,240 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,017 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash and cash equivalents | $ 29,282 | |
Accounts receivable | 13,591 | 81,146 |
Inventory | 68,093 | 78,975 |
Related party receivable | 7,591 | 7,770 |
Prepaid expenses and deposits | 116,267 | 116,267 |
Total Current Assets | 234,824 | 284,158 |
Property and Equipment, Net of Accumulated Depreciation of $1,447 (December 31, 2016 - $1,244) | 39,041 | 39,263 |
Intangible Assets, Net of Accumulated Amortization of $823 (December 31, 2016 - $746) | 13,251 | 13,328 |
Total Assets (Substantially Pledged as Collateral) | 287,116 | 336,749 |
Current Liabilities | ||
Bank overdraft | 2,635 | |
Accounts payable and accrued liabilities | 286,246 | 340,270 |
Income taxes payable | 4,830 | 4,796 |
Current portion secrued notes payable (note 3) | 100,982 | 105,985 |
Convertible promissory notes payable, net of discount (note 3) | 78,978 | |
Derivative liability (note 5) | 704,868 | |
Total Current Liabilities | 392,058 | 1,237,532 |
Secured Notes Payable, Net of Current Portion (note 3) | 151,892 | 104,084 |
Total Liabilities | 543,950 | 1,341,616 |
Comittments and Contingencies | ||
Shareholders' Equity (Deficit) | ||
Series A Preferred Stock, $0.0001 par value, 1,000,000 shares authorized, 0 shares issued and outstanding as of March 31, 2017 and December 31, 2016 (note 11) | ||
Common stock, $0.0001 par value, 299,000,000 shares authorized, 202,232,666 and 68,088,142 shares issued and outstanding as of March 31, 2017 and December 31, 2016 respectively (note 6) | 20,224 | 6,809 |
Additional paid-in capital | 6,851,096 | 4,189,607 |
Cumulative translation adjustment | 21,020 | (3,778) |
Share subscriptions receivable | (7,600) | (9,350) |
Accumulated deficit | (7,141,574) | (5,188,155) |
Total Shareholders' Equity (Deficit) | (256,834) | (1,004,867) |
Total Liabilities and Shareholders' Equity (Deficit) | $ 287,116 | $ 336,749 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Current Assets | ||
Property and Equipment, net of accumulated depreciation | $ 1,447 | $ 1,244 |
Intangible Assets, net of accumulated amortization | $ 823 | $ 746 |
Shareholders' Equity (Deficit) | ||
Series A preferred stock, par value | $ 0.0001 | $ 0.0001 |
Series A preferred stock, authorized | 1,000,000 | 1,000,000 |
Series A preferred stock, issued | 0 | 0 |
Series A preferred stock, outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 299,000,000 | 299,000,000 |
Common stock, issued | 202,232,666 | 68,088,142 |
Common stock, outstanding | 202,232,666 | 68,088,142 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Other Comprehensive Loss - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statements Of Operations | ||
Net Sales | $ 101,263 | $ 93,508 |
Cost of Goods Sold | 70,991 | 87,217 |
Gross Profit | 30,272 | 6,291 |
Operating Expenses | ||
General and administrative | 1,395,531 | 29,830 |
Sales and marketing | 1,103 | 21,381 |
Professional fees | 26,053 | 34,371 |
Loss (gain) on foreign exchange | 27,773 | (1,368) |
Total operating expenses | 1,450,460 | 84,214 |
Loss from operations | (1,420,188) | (77,923) |
Other Income (Expense) | ||
Interest expense | (8,310) | (9,431) |
Debt issuance costs | (2,971) | |
Loss on derivative (note 5) | (484,720) | |
Finance charges | (25,464) | |
Loss on settlement of debt | (11,765) | |
Total other income (expense) | (533,230) | (9,431) |
Net Loss for the period | (1,953,418) | (87,354) |
Other Comprehensive Income (Loss) | ||
Foreign currency translation adjustment | 24,798 | (8,606) |
Net Comprehensive Loss for the period | $ (1,928,620) | $ (95,960) |
Loss per Weighted Average Share (basic and diluted) | $ (0.01) | |
Weighted Average Number of Shares (basic and diluted) | 136,849,459 | 67,455,040 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash Flows from Operating Activities | ||
Net Loss | $ (1,953,418) | $ (87,354) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 299 | 233 |
Loss on settlement of debt | 11,765 | |
Loss on derivative | 484,720 | |
Accretion of debt discount | 2,971 | 4,081 |
Financing fees paid in shares | 21,000 | |
Interest paid in shares | 3,823 | |
Stock based compensation | 1,360,000 | |
Changes in operating assets and liabilities: | ||
Decrease (increase) in accounts receivable | 67,555 | 34,929 |
Decrease (increase) in inventory | 10,882 | 27,648 |
Decrease (increase) in prepaid expenses and deposits | (3,501) | |
Decrease (increase) in related party receivables | 179 | (1,681) |
Increase (decrease) in income taxes payable | 34 | 305 |
Increase (decrease) in accounts payable and accrued liabilities | (47,246) | 22,240 |
Net cash used in operating activities | (37,436) | (3,100) |
Cash Flows from Investing Activities | ||
Net cash used in investing activities | ||
Cash Flows from Financing Activities | ||
Overdraft proceeds (repayment of overdraft) | (2,635) | 1,316 |
Share subscription proceeds | 1,750 | |
Repayments of secured promissory notes payable | (4,950) | (4,076) |
Proceeds from secured promissory notes payable | 47,755 | |
Net cash (used in) provided by financing activities | 41,920 | (2,760) |
Effects of Foreign Currency Translation | 24,798 | (8,606) |
Change in cash | 29,282 | (14,466) |
Cash and cash equivalents - beginning of period | 14,466 | |
Cash and cash equivalents - end of period | 29,282 | |
Non-Cash Investing and Financing Activities | ||
Common Shares issued to the Company's CEO | 1,360,000 | |
Common Shares issued for conversions of promissory notes | $ 1,314,904 |
Basis of Presentation and Going
Basis of Presentation and Going Concern | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
NOTE 1 - Basis of Presentation and Going Concern | a) Interim Financial Information The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") for interim financial information pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments and reclassifications considered necessary in order to make the financial statements not misleading and for a fair and comparable presentation have been included and are of a normal recurring nature. Operating results for the three-month period ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on September 18, 2017. b) Functional and Reporting Currency These interim financial statements are presented in United States Dollars. The functional currency of the Company is the Canadian Dollar. For purposes of preparing these interim financial statements, balances denominated in Canadian Dollars outstanding at March 31, 2017 were converted into United States Dollars at a rate of 1.33 Canadian Dollars to one United States Dollar. Balances denominated in Canadian Dollars outstanding at December 31, 2017 were converted into United States Dollars at a rate of 1.34 Canadian Dollars to one United States Dollar. Transactions denominated in Canadian Dollars for the period ended March 31, 2017 were converted into United States Dollars at a rate of 1.32 Canadian Dollars to one United States Dollar. Transactions denominated in Canadian Dollars for the period ended March 31, 2016 were converted into United States Dollars at a rate of 1.37 Canadian Dollars to one United States Dollar. c) Use of Estimates The preparation of condensed unaudited financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the interim financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. d) Going Concern These unaudited condensed consolidated financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. During the three month period ended March 31, 2017, the Company incurred a net loss of $1,953,418, and as of that date, the Companys accumulated deficit was $7,141,574. While the Company has demonstrated the ability to generate revenue, there are no assurances that it will be able to achieve level of revenues adequate to generate sufficient cash flow from operations or obtain additional financing through private placements, public offerings and/or bank financing necessary to support our working capital requirements. To the extent that funds generated from any private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on acceptable terms. These conditions raise substantial doubt about our ability to continue as a going concern. If adequate working capital is not available we may be forced to discontinue operations, which would cause investors to lose their entire investment. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
NOTE 2 - Significant Accounting Policies | The accounting polices used in the preparation of these interim financial statements are consistent with those of the Company's audited financial statements for the year ended December 31, 2016. |
Secured Notes Payable
Secured Notes Payable | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
NOTE 3 - Secured Notes Payable | During the year ended December 31, 2016, the Company issued a secured promissory note in the amount of $39,000. The secured promissory note is due September 2, 2018 and bears interest at a rate of 18% per annum, accrued daily, and calculated and payable monthly in arrears on the last day of each and every month. The secured promissory note is secured by a first charge and security interest in all of the present and after-acquired property and assets of the Company pursuant to a general security agreement and a charge against the inventory of the Company. The Company has classified this note payable as long-term on the Balance Sheet. In connection with the issuance of the secured promissory note, the Company issued 100,000 shares of its common stock with an aggregate fair value of $15,000 as a commitment fee. The commitment fee was expensed during the year ended December 31, 2016. During the year ended December 31, 2016, the Company issued a secured promissory note in the amount of $25,000. The secured promissory note is due October 1, 2018 and bears interest at a rate of 18% per annum, accrued daily, and calculated and payable monthly in arrears on the last day of each and every month. The secured promissory note is secured by a first charge and security interest in all of the present and after-acquired property and assets of the Company pursuant to a general security agreement and a charge against the inventory of the Company. The Company has classified this note payable as long-term on the Balance Sheet. During the year ended December 31, 2016, the Company issued a secured promissory note in the amount of $15,000. The secured promissory note is due July 13, 2018 and bears interest at a rate of 18% per annum, accrued daily, and calculated and payable monthly in arrears on the last day of each and every month. The secured promissory note is secured by a first charge and security interest in all of the present and after-acquired property and assets of the Company pursuant to a general security agreement and a charge against the inventory of the Company. The Company has classified this note payable as long-term on the Balance Sheet. During the year ended December 31, 2016, the Company issued a secured promissory note in the amount of $20,608 (27,670 Canadian Dollars). The secured promissory note is due July 13, 2018 and bears interest at a rate of 18% per annum, accrued daily, and calculated and payable monthly in arrears on the last day of each and every month. The secured promissory note is secured by a first charge and security interest in all of the present and after-acquired property and assets of the Company pursuant to a general security agreement and a charge against the inventory of the Company. During the period ended March 31, 2017, the Company borrowed an additional $42,406 (56,443 Canadian Dollars) with the same terms as the original advance of $20,608. The Company has classified this note payable as long-term on the Balance Sheet. As of March 31, 2017, the Company has accrued interest of $9,697 (December 31, 2016 - $4,476) related to the above secured promissory notes. During the year ended December 31, 2016, the Company issued a promissory note in the amount of $65,000 to a consultant for the purposes of generating subscriptions of shares of the Company's common stock. Of the principal balance of $65,000, $12,200 has been allocated against additional paid-in capital, with the remaining $52,800 expensed as financing charges. The promissory note was due February 18, 2017 and was non-interest bearing. During the period ended March 31, 2017, this promissory note was assigned to another lender. At the time of assignment the terms of this note were renegotiated with the new holder. The promissory note is now due March 1, 2018 and bears interest at the rate of 8%. In October, 2015, the Company entered into a secured promissory note with an investor in the principal amount of $79,768 (102,000 Canadian Dollars). The Company received proceeds of $58,653 (75,000 Canadian Dollars) and $21,115 (27,000 Canadian Dollars) was recorded as an original issue discount which will be accreted over the life of the note to interest expense. The promissory note requires a daily payment of $249 (324 Canadian Dollars) until January 26, 2017 and carries a 40.0% interest rate. The promissory note is secured by all assets of the Company. The outstanding principal balance on the note at March 31, 2017 was $35,982 (47,892 Canadian Dollars) and the carrying amount of the original issue discount was $0 (0 Canadian Dollars). As of March 31, 2017 and December 31, 2016, this note was in default, however, there have been no actions taken by the investor pursuant to the default, as they continue to withdraw the daily payment as funds permit. The amounts repayable under the secured promissory notes are as follows: March 31, 2017 December 31, 2016 Balance owing $ 252,874 $ 210,069 Less amounts due within one year (100,982 ) (105,985 ) $ 151,892 $ 104,084 |
Convertible Promissory Notes Pa
Convertible Promissory Notes Payable | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
NOTE 4 - Convertible Promissory Notes Payable | a) During the year ended December 31, 2016, the Company entered into a convertible promissory note in the principal amount of $77,750 with a maturity date of March 22, 2017. The convertible promissory note bears interest at a rate of 10.0% per annum from the date of issue until the principal becomes due and payable whether at maturity or upon acceleration or by prepayment or otherwise. Any amount of principal or interest that is not paid when it becomes due shall bear interest at a rate of 24.0% per annum from the due date thereof until the outstanding amounts are paid. No amounts under the convertible promissory note can be prepaid in whole or in part except as otherwise explicitly set out in the terms of the convertible promissory note with the written consent of the Holder. The Holder has the right to convert any unpaid principal amount into shares of the Company's common stock at any time from the date of the issuance of the convertible promissory note to the later of (i) maturity or (ii) the date the outstanding principal and interest is paid. The price at which the conversion is to occur is the lesser of (i) 45% multiplied by the Trading Price (representing a discount rate of 55%) during the previous trading day period ending on the latest complete trading day prior to the date of the convertible promissory note and (ii) the Variable Conversion Price, which shall mean 45% multiplied by the Market Price which shall be the lowest Trading Price for the Company's Stock during the 25 day Trading Period ending on the last complete Trading Day prior to the Conversion Date. In connection with the issuance of the convertible promissory note, the Company incurred debt issuance costs of $7,500 which are being amortized over the maturity period of the convertible promissory note. Included in interest expense for the period ended March 31, 2017, is $2,217 related to the amortization of the debt issuance costs. During the period ended March 31, 2017, and prior to the maturity date, the promissory note and accrued interest was converted in full into 37,640,800 shares of the Company's common stock. b) During the year ended December 31, 2016, the Company entered into a convertible promissory note in the principal amount of $55,000 with a maturity date of June 28, 2017. The convertible promissory note bears interest at a rate of 10.0% per annum from the date of issue until the principal becomes due and payable whether at maturity or upon acceleration or by prepayment or otherwise. Any amount of principal or interest that is not paid when it becomes due shall bear interest at a rate of 24.0% per annum from the due date thereof until the outstanding amounts are paid. The Holder has the right to convert any unpaid principal amount into shares of the Company's common stock at any time from the date of the issuance of the convertible promissory note to the later of (i) maturity or (ii) the date the outstanding principal and interest is paid. The price at which the conversion is to occur is the lesser of (i) the closing sale price of the Company's common stock on the Principal Market on the Trading Date immediately preceding the Closing Date and ii) 55% of the lowest sale price for the Company's common stock on the Principal Market during the twenty (20) consecutive Trading Days immediately preceding the Conversion Date provided, however, if the Companys share price at any time loses the bid (ex: 0.0001 on the ask with zero market makers on the bid on level 2), then the Conversion Price may, in the Holders sole and absolute discretion, be reduced to a fixed conversion price of 0.00001 (if lower than the conversion price otherwise), and provided, that if on the date of delivery of the Conversion Shares to the Holder, or any date thereafter while Conversion Shares are held by the Holder, the closing bid price per share of the Company's common stock on the Principal Market on the Trading Day on which shares of the Company's common stock are traded is less than the sale price per share of the Company's common stock on the Principal Market on the Trading Day used to calculate the Conversion Price hereunder, then such Conversion Price shall be automatically reduced such that the Conversion Price shall be recalculated using the new low closing bid price (Adjusted Conversion Price) and shall replace the Conversion Price above, and Holder shall be issued a number of additional shares such that the aggregate number of shares Holder receives is based upon an Adjusted Conversion Price. For the purpose of clarity, any shares required to be issued as a result of an Adjusted Conversion Price shall be deemed to be Conversion Shares under this convertible promissory note. In connection with the issuance of the convertible promissory note, the Company incurred debt issuance costs of $1,500 which are being amortized over the maturity period of the convertible promissory note. Included in interest expense for the period ended March 31, 2017, is $754 related to the amortization of the debt issuance costs. During the period ended March 31, 2017, and prior to the maturity date, the promissory note and accrued interest was converted in full into 24,503,724 shares of the Company's common stock. As a result of the derivative liabilities associated with the conversion feature of the convertible promissory notes, exceeding the principal amounts of the convertible promissory notes, the Company had recognized aggregate discounts on the convertible promissory notes of $132,750. Upon conversion of the convertible promissory notes, the unamortized balances of the discounts were recorded as a reduction to additional paid-in capital. |
Derivative Liability
Derivative Liability | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
NOTE 5 - Derivative Liability | The Company adopted ASC 815 which defines the determination of whether an instrument (or embedded feature) is solely indexed to an entity's own stock. During the period ended December 31, 2016, the Company issued two convertible promissory notes payable, as described in note 4, which contain features that entitles the holder to convert any outstanding amounts payable under the convertible promissory note into a shares of the common stock of the Company, the number of which is dependent on several factors. As such, ASC 815 determines the convertible promissory note to be a hybrid financial instrument that includes an embedded derivative that requires separation from the main financial instrument and recognition at fair value. During the period ended March 31, 2017, the convertible promissory notes to which the derivative liabilities relate, were converted to shares of the Company's common stock. During the period ended March 31, 2017, the Company recognized an aggregate loss on the value of the derivative liability of $484,720 related to the changes in value from January 1, 2017 to the dates upon which the convertible promissory notes were converted. |
Common Stock
Common Stock | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
NOTE 6 - Common Stock | The Company is authorized to issue 1,000,000 shares of its Series A Preferred Stock with a par value of $0.0001. These shares have voting rights equal to 299 shares of common stock, per share of preferred. The Company is authorized to issue 299,000,000 shares of its common stock with a par value of $0.0001. All shares are ranked equally with regards to the Company's residual assets. During the period ended March 31, 2017, the Company issued 62,144,524 common shares pursuant to the conversion of the convertible promissory notes discussed in note 4. During the period ended March 31, 2017, the Company issued 72,000,000 common shares of the Company to its CEO pursuant to the Company's employee stock incentive plan at a deemed cost of $0.001 per share. The fair value of the common shares of $1,360,000 has been included as general and administrative expense during the period ended March 31, 2017. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
NOTE 7 - Related Party Transactions | During the period ended March 31, 2017, the Company recorded salaries expense of $14,865 (2016 - $5,808) related to services rendered to the Company by its major shareholder and CEO. During the period ended March 31, 2017, the Company recognized revenue of $3,749 (2016 - $3,382) for goods sold to a company with a director, officer and shareholder in common. |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
NOTE 8 - Financial Instruments | Concentration of Customer Risk The following table includes the percentage of the Company's sales to significant customers for the three months ended March 31, 2017 and 2016, as well as the balance included in accounts receivable for each significant customer as at March 31, 2017 and 2016. A customer is considered to be significant if they account for greater than 10% of the Company's annual sales. 2017 2016 $ % $ % Customer A 4,415 66.0 49,020 47.4 Customer B 298 10.6 552 10.2 Customer C 3,882 9.3 2,092 13.5 Customer D - - 3 11.0 8,595 85.9 51,667 82.1 The loss of any of these key customers could have an adverse effect on the Company's business. |
Prior Period Misstatement
Prior Period Misstatement | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
NOTE 9 - Prior Period Misstatement | Subsequent to filing the Form 10-Q for the three months ended March 31, 2016, it was discovered that the issuance of 200,000 shares of the Company's common stock with a fair value of $102,000 were not included in the Form 10-Q. The effect of this omission was that, as at March 31, 2016, prepaid expenses were understated by $102,000, common stock was understated by $20 and additional paid-in capital was understated by $101,980. As at March 31, 2016, the restated balance of prepaid expenses is $110,107, the restated balance of common stock is $6,749 and the restated balance of additional paid-in capital is $4,174,617. In addition, the correct weighted average shares outstanding for the three months ended March 31, 2016 was 67,455,040. The effects of the prior period misstatement are as follows: As Originally Reported Restated Prepaid expenses $ 8,107 $ 128,107 Common stock $ 6,729 $ 6,749 Additional paid-in capital $ 4,072,637 $ 4,174,617 Weighted average shares outstanding 67,265,996 67,455,040 |
Evaluation of Subsequent Events
Evaluation of Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
NOTE 10 - Evaluation of Subsequent Events | Subsequent to March 31, 2017, the Company: a) Is out of compliance with certain debt covenants. b) Designated 1,000,000 of the authorized shares of its common stock as Series A Preferred Stock. The Preferred Stock will have voting rights equal to 299 shares of common stock, per share of Preferred. Subsequent to March 31, 2017, 100,000,000 shares of common stock were exchanged for 1,000,000 shares of Series A Preferred Stock. d) Entered into a Services Agreement with a consultant to provide management consulting services for a period of 180 days in exchange for a fee of $50,000 payable in 1,577,287 common shares of the Company. Pursuant to the Services Agreement, the consultant will subscribe for the shares for gross proceeds of $1,577. Subsequent to March 31, 2017, the Company received the proceeds and issued the common shares. d) Entered into a Services Agreement with a second consultant to provide management consulting services for a period of 180 days in exchange for a fee of $50,000 payable in 1,577,287 common shares of the Company. Pursuant to the Services Agreement, the consultant will subscribe for the shares for gross proceeds of $1,577. Subsequent to March 31, 2017, the Company received the proceeds and hissed the common shares. e) Entered into an agreement with another company pursuant to which to other company assumed accounts payable of the Company in the aggregate amount of $183,443 in exchange for 35,000,000 common shares of the Company. As at the filing date, the Company has issued 10,400,000 common shares. f) Completed a corporate reorganization ( the "Reorganization") in accordance with Section 251(g) of the Delaware General Corporation Law, pursuant to which the Company became a wholly-owned subsidiary of a newly formed entity which became the successor of the public company (the "Successor Issuer"). In connection with the Reorganization, the Company redomiciled into Delaware and changed its name to Franchise Transition Inc., and the Successor Issuer took the name Franchise Holdings International, Inc. As one result, the assets and liabilities of the Company, remain the assets and liabilities of such entity. Pursuant to the Reorganization, the outstanding shares of the Company were exchanged for shares of the Successor Issuer on a one-for-one basis. This corporate reorganization was subsequently unwound. g) Issued 3,000,000 shares of its common stock for gross proceeds of $38,010. h) Issued 340,000 shares of its common stock in exchange for services rendered of $10,000. i) Entered into a Term Sheet with respect to loans to the Company of up to $500,000 to fund the purchases of inventory. Any advances made pursuant to the Term Sheet will be secured by the wholesale inventory of the Company, all of the shares of the Company held by its majority shareholder and CEO and another asset of the Company's majority shareholder. Pursuant to the Term Sheet, the Company agrees to pay 1.5% per month on all drawn amounts, an initial due diligence fee of $20,000 upon receipt of the first $220,000 loan amount (the "first tranche") and a monthly monitoring fee of $5,000 for the first tranche and up to a loan amount of $500,000. The lender can choose to waive payment of the monthly fee in exchange for conversion of the amount into shares of the Company's common stock at a price of $0.035 per share. Should the price of the Company's stock increase beyond $0.05 per share, the conversion price will be struck at a 30% discount to the closing price of the volume weighted average price on the OTC market of the previous five trading days. Pursuant to the Term Sheet, the term of the advances made will be for a minimum of two years and the Company shall have the right to increase the credit facility to $1,000,000 provided the minimum term extends to three years. Upon the full and final advance of $500,000, the Company agrees to issue to the lender, 1,000,000 shares of its common stock and 2,000,000 warrants entitling the holder to acquire one share of the Company's common stock at a price of $0.04 per share. j) Entered into two Share Issuance/ Claim Extinguishment Agreements pursuant to which the Company agreed to issue, in aggregate, 50,000,000 shares of its common stock in exchange for the assumption of aggregate indebtedness of $154,056. k) Entered into a Share Purchase Agreement pursuant to which the Company has agreed to issue share of its common stock for aggregate proceeds of $100,000 at a fixed issue price of $0.02 per share (the "Fixed Price"), provided, however, that if the Company's volume weighted average price (the "VWAP") on the date the buyer provides a Stock Issuance Notice to the Company or on the date on which the buyer received such Issuance Shares, the Company's stock bid price is less than $0.035 (the "Minimum Price"), then the number of Issuance Shares shall increase as a result of a decrease in the Issuance Price below the Minimum Price. In such event, the Issuance Price shall decrease below the Fixed Price by an equal percentage of the difference between the VWAP and the Minimum Price. l) Entered into a Share Purchase Agreement pursuant to which the Company has agreed to issue share of its common stock for aggregate proceeds of $400,000 at a fixed issue price of $0.02 per share (the "Fixed Price"), provided, however, that if the Company's volume weighted average price (the "VWAP") on the date the buyer provides a Stock Issuance Notice to the Company or on the date on which the buyer received such Issuance Shares, the Company's stock bid price is less than $0.035 (the "Minimum Price"), then the number of Issuance Shares shall increase as a result of a decrease in the Issuance Price below the Minimum Price. In such event, the Issuance Price shall decrease below the Fixed Price by an equal percentage of the difference between the VWAP and the Minimum Price. m) Borrowed $37,770 pursuant to a loan agreement. The loan bears interest at 12% per annum, payable at a rate of 6% on the semi-annual anniversary and 6% on the repayment date of October 18, 2018. n) Borrowed $30,000 pursuant to a loan agreement. The loan bears interest at 12% per annum, payable at a rate of 6% on the semi-annual anniversary and 6% on the repayment date of November 3, 2018. o) Borrowed $50,000 pursuant to a loan agreement. The loan bears interest at 12% per annum, payable at a rate of 6% on the semi-annual anniversary and 6% on the repayment date of November 3, 2018. p) Entered into a consulting agreement, pursuant to which the Company will issue 12,500,000 common shares of the Company, upon written demand by the consultant, in exchange for consulting services for a period of 18 months. The Company has evaluated subsequent events through February 14, 2018 which is the date the financial statements were available to be issued. |
Basis of Presentation and Goi16
Basis of Presentation and Going Concern (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Basis Of Presentation And Going Concern Policies | |
Interim Financial Information | The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") for interim financial information pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments and reclassifications considered necessary in order to make the financial statements not misleading and for a fair and comparable presentation have been included and are of a normal recurring nature. Operating results for the three-month period ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on September 18, 2017. |
Functional and Reporting Currency | These interim financial statements are presented in United States Dollars. The functional currency of the Company is the Canadian Dollar. For purposes of preparing these interim financial statements, balances denominated in Canadian Dollars outstanding at March 31, 2017 were converted into United States Dollars at a rate of 1.33 Canadian Dollars to one United States Dollar. Balances denominated in Canadian Dollars outstanding at December 31, 2017 were converted into United States Dollars at a rate of 1.34 Canadian Dollars to one United States Dollar. Transactions denominated in Canadian Dollars for the period ended March 31, 2017 were converted into United States Dollars at a rate of 1.32 Canadian Dollars to one United States Dollar. Transactions denominated in Canadian Dollars for the period ended March 31, 2016 were converted into United States Dollars at a rate of 1.37 Canadian Dollars to one United States Dollar. |
Use of Estimates | The preparation of condensed unaudited financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the interim financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. |
Going Concern | These unaudited condensed consolidated financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. During the three month period ended March 31, 2017, the Company incurred a net loss of $1,953,418, and as of that date, the Companys accumulated deficit was $7,141,574. While the Company has demonstrated the ability to generate revenue, there are no assurances that it will be able to achieve level of revenues adequate to generate sufficient cash flow from operations or obtain additional financing through private placements, public offerings and/or bank financing necessary to support our working capital requirements. To the extent that funds generated from any private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on acceptable terms. These conditions raise substantial doubt about our ability to continue as a going concern. If adequate working capital is not available we may be forced to discontinue operations, which would cause investors to lose their entire investment. |
Secured Notes Payable (Tables)
Secured Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Secured Notes Payable Tables | |
Summary of secured promissory note | The amounts repayable under the secured promissory notes are as follows: March 31, 2017 December 31, 2016 Balance owing $ 252,874 $ 210,069 Less amounts due within one year (100,982 ) (105,985 ) $ 151,892 $ 104,084 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Financial Instruments Tables | |
Concentration of sales | 2017 2016 $ % $ % Customer A 4,415 66.0 49,020 47.4 Customer B 298 10.6 552 10.2 Customer C 3,882 9.3 2,092 13.5 Customer D - - 3 11.0 8,595 85.9 51,667 82.1 |
Prior Period Misstatement (Tabl
Prior Period Misstatement (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Prior Period Misstatement Tables | |
Effects of prior period misstatement | The effects of the prior period misstatement are as follows: As Originally Reported Restated Prepaid expenses $ 8,107 $ 128,107 Common stock $ 6,729 $ 6,749 Additional paid-in capital $ 4,072,637 $ 4,174,617 Weighted average shares outstanding 67,265,996 67,455,040 |
Basis of Presentation and Goi20
Basis of Presentation and Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Basis Of Presentation And Going Concern Details Narrative | ||||
Net Loss | $ (1,953,418) | $ (87,354) | ||
Accumulated deficit | $ (7,141,574) | $ (5,188,155) | ||
Description of conversion rate for reporting currency | Balances denominated in Canadian Dollars outstanding at March 31, 2017 were converted into United States Dollars at a rate of 1.33 Canadian Dollars to one United States Dollar. | Balances denominated in Canadian Dollars outstanding at December 31, 2017 were converted into United States Dollars at a rate of 1.34 Canadian Dollars to one United States Dollar. | ||
Description of conversion rate for transactions done in CAD | Transactions denominated in Canadian Dollars for the period ended March 31, 2017 were converted into United States Dollars at a rate of 1.32 Canadian Dollars to one United States Dollar. | Transactions denominated in Canadian Dollars for the period ended March 31, 2016 were converted into United States Dollars at a rate of 1.37 Canadian Dollars to one United States Dollar. |
Secured Notes Payable (Details)
Secured Notes Payable (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Secured Notes Payable Details | ||
Balance owing | $ 252,874 | $ 210,069 |
Less amounts due within one year | (100,982) | (105,985) |
Notes Payable, Net of Current Portion | $ 151,892 | $ 104,084 |
Secured Notes Payable (Details
Secured Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Oct. 31, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Proceeds of secured promissory note | $ 47,755 | |||
Accrued interest related to secured promissory notes | 9,697 | $ 4,476 | ||
Consultant [Member] | ||||
Outstanding principal balance | 65,000 | |||
Proceeds of secured promissory note | $ 65,000 | |||
Secured promissory note due date | Feb. 18, 2017 | |||
Additional paid-in capital | $ 12,200 | |||
Finance charges expensed | 52,800 | |||
Secured Promissory Note [Member] | ||||
Proceeds of secured promissory note | $ 39,000 | |||
Interest rate | 18.00% | |||
Secured promissory note due date | Sep. 2, 2018 | |||
Common stock issued during period, shares | 100,000 | |||
Common stock issued during period, amount | $ 15,000 | |||
Secured Promissory Note [Member] | Investor [Member] | ||||
Outstanding principal balance | $ 79,768 | 35,982 | ||
Carrying amount of the original issue discount | 0 | |||
Proceeds of secured promissory note | $ 58,653 | |||
Interest rate | 40.00% | |||
Original issue discount | $ 21,115 | |||
Periodic payment of debt | $ 249 | |||
Frequency of periodic payment | Daily | |||
Secured Promissory Note One [Member] | ||||
Proceeds of secured promissory note | $ 25,000 | |||
Interest rate | 18.00% | |||
Secured promissory note due date | Oct. 1, 2018 | |||
Secured Promissory Note Two [Member] | ||||
Proceeds of secured promissory note | $ 15,000 | |||
Interest rate | 18.00% | |||
Secured promissory note due date | Jul. 13, 2018 | |||
Secured Promissory Note Three [Member] | ||||
Proceeds of secured promissory note | $ 42,406 | $ 20,608 | ||
Interest rate | 18.00% | 18.00% | ||
Secured promissory note due date | Jul. 13, 2018 | Jul. 13, 2018 | ||
Secured Promissory Note Four [Member] | ||||
Interest rate | 8.00% | |||
Secured promissory note due date | Mar. 1, 2018 |
Convertible Promissory Notes 23
Convertible Promissory Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Principal amount | $ 132,750 | |
Convertible Promissory Notes Payable [Member] | ||
Debt issuance costs | $ 7,500 | |
Interest expense related to the amortization of the debt issuance costs | $ 2,217 | |
Principal amount | $ 77,750 | |
Maturity date | Mar. 22, 2017 | |
Interest on promissory note | 10.00% | |
Interest rate | 24.00% | |
Issuance convertible promissory note description | The price at which the conversion is to occur is the lesser of (i) 45% multiplied by the Trading Price (representing a discount rate of 55%) during the previous trading day period ending on the latest complete trading day prior to the date of the convertible promissory note and (ii) the Variable Conversion Price, which shall mean 45% multiplied by the Market Price which shall be the lowest Trading Price for the Company's Stock during the 25 day Trading Period ending on the last complete Trading Day prior to the Conversion Date. | |
Common stock converted shares | 37,640,800 | |
Convertible Promissory Notes Payable One [Member] | ||
Debt issuance costs | $ 1,500 | |
Interest expense related to the amortization of the debt issuance costs | $ 754 | |
Principal amount | $ 55,000 | |
Maturity date | Jun. 28, 2017 | |
Interest on promissory note | 10.00% | |
Interest rate | 24.00% | |
Issuance convertible promissory note description | The price at which the conversion is to occur is the lesser of (i) the closing sale price of the Company's common stock on the Principal Market on the Trading Date immediately preceding the Closing Date and ii) 55% of the lowest sale price for the Company's common stock on the Principal Market during the twenty (20) consecutive Trading Days immediately preceding the Conversion Date provided, however, if the Companys share price at any time loses the bid (ex: 0.0001 on the ask with zero market makers on the bid on level 2), then the Conversion Price may, in the Holders sole and absolute discretion, be reduced to a fixed conversion price of 0.00001 (if lower than the conversion price otherwise), and provided | |
Common stock converted shares | 24,503,724 |
Derivative Liability (Details N
Derivative Liability (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Derivative Liability Details Narrative | ||
Loss on derivative liability | $ (484,720) |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Series A preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Series A preferred stock, authorized | 1,000,000 | 1,000,000 | |
Series A preferred stock, voting rights | voting rights equal to 299 shares of common stock, per share of preferred. | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, authorized | 299,000,000 | 299,000,000 | |
Common Shares issued to the Company's CEO | $ 1,360,000 | ||
Common stock, issued | 202,232,666 | 68,088,142 | |
Chief Executive Officer [Member] | |||
Common stock, par value | $ 0.001 | ||
Common Shares issued to the Company's CEO | $ 1,360,000 | ||
Common stock, issued | 72,000,000 | ||
Convertible Promissory Notes [Member] | |||
Debt conversion converted instrument, shares issued | 62,144,524 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Major Shareholder and CEO [Member] | ||
Salaries | $ 14,865 | $ 5,808 |
Director, Officer and Shareholder [Member] | ||
Revenues for goods sold | $ 3,749 | $ 3,382 |
Financial Instruments (Details)
Financial Instruments (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Concentration of Revenues | 85.90% | 82.10% |
Concentration of accounts receivable | $ 8,595 | $ 51,667 |
Customer A [Member] | ||
Concentration of Revenues | 66.00% | 47.40% |
Concentration of accounts receivable | $ 4,415 | $ 49,020 |
Customer B [Member] | ||
Concentration of Revenues | 10.60% | 10.20% |
Concentration of accounts receivable | $ 298 | $ 552 |
Customer C [Member] | ||
Concentration of Revenues | 9.30% | 13.50% |
Concentration of accounts receivable | $ 3,882 | $ 2,092 |
Customer D [Member] | ||
Concentration of Revenues | 11.00% | |
Concentration of accounts receivable | $ 3 |
Financial Instruments (Details
Financial Instruments (Details Narrative) | 3 Months Ended |
Mar. 31, 2017 | |
Financial Instruments Details Narrative | |
Significant customer, description | A customer is considered to be significant if they account for greater than 10% of the Company's annual sales |
Prior Period Misstatement (Deta
Prior Period Misstatement (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Common stock | $ 20,224 | $ 6,809 | |
Additional paid-in capital | 6,851,096 | $ 4,189,607 | |
Originally Reported [Member] | |||
Prepaid expenses | 8,107 | ||
Common stock | 6,729 | ||
Additional paid-in capital | $ 4,072,637 | ||
Weighted average shares outstanding | 67,265,996 | ||
Restated [Member] | |||
Prepaid expenses | $ 128,107 | $ 110,107 | |
Common stock | 6,749 | 6,749 | |
Additional paid-in capital | $ 4,174,617 | $ 4,174,617 | |
Weighted average shares outstanding | 67,455,040 | 67,455,040 |
Disclosure - Prior Period Misst
Disclosure - Prior Period Misstatement (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Common stock | $ 20,224 | $ 6,809 | |
Additional paid-in capital | 6,851,096 | $ 4,189,607 | |
Common stock value issued ommited to be recorded | $ 102,000 | ||
Common stock shares issued ommitted to be recorded | 200,000 | ||
Understated [Member] | |||
Prepaid expenses | $ 102,000 | ||
Common stock | 20 | ||
Additional paid-in capital | 101,980 | ||
Restated [Member] | |||
Prepaid expenses | 128,107 | 110,107 | |
Common stock | 6,749 | 6,749 | |
Additional paid-in capital | $ 4,174,617 | $ 4,174,617 | |
Weighted average shares outstanding | 67,455,040 | 67,455,040 |
Evaluation of Subsequent Even31
Evaluation of Subsequent Events (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Common stock, authorized | 299,000,000 | 299,000,000 |
Voting rights, description | voting rights equal to 299 shares of common stock, per share of preferred. | |
Common stock, issued | 202,232,666 | 68,088,142 |
Share price | $ 0.0001 | $ 0.0001 |
Proceeds for common stock | $ 20,224 | $ 6,809 |
Subsequent Event [Member] | ||
Common stock, issued | 3,000,000 | |
Proceeds for common stock | $ 38,010 | |
Common stock shares issued for services, shares | 340,000 | |
Common stock shares issued for services, value | $ 10,000 | |
Subsequent Event [Member] | Term Sheet [Member] | ||
Credit facility maximum borrowing capacity to fund purchases of inventory | $ 500,000 | |
Interest payable on borrowed amounts per month, percentage | 1.50% | |
Due diligence fee payable upon first tranche | $ 20,000 | |
Monthly monitoring fee payable upon first tranche | $ 5,000 | |
Subsequent Event [Member] | First Tranche [Member] | ||
Commons stock shares issuable upon settlement of debt | 1,000,000 | |
Credit facilty, amount receivable upon first tranche | $ 220,000 | |
Description of conditions to waive monthly fee | The lender can choose to waive payment of the monthly fee in exchange for conversion of the amount into shares of the Company's common stock at a price of $0.035 per share | |
Description for conversion price | Should the price of the Company's stock increase beyond $0.05 per share, the conversion price will be struck at a 30% discount to the closing price of the volume weighted average price on the OTC market of the previous five trading days | |
Description for the extension of credit facility amount | Pursuant to the Term Sheet, the term of the advances made will be for a minimum of two years and the Company shall have the right to increase the credit facility to $1,000,000 provided the minimum term extends to three years | |
Shares issuable upon full and final advance of credit facility amount | 1,000,000 | |
Warrants issuable upon full and final advance of credit facility amount | 2,000,000 | |
Description for the exercise of warrants | 2,000,000 warrants entitling the holder to acquire one share of the Company's common stock at a price of $0.04 per share | |
Subsequent Event [Member] | Consulting agreement [Member] | ||
Common stock, issued | 12,500,000 | |
Subsequent event description | in exchange for consulting services for a period of 18 months. | |
Subsequent Event [Member] | Services Agreement [Member] | Consulting Services [Member] | ||
Common stock, issued | 1,577,287 | |
Consulting services period | 180 days | |
Exchange fee | $ 50,000 | |
Proceeds for common stock | $ 1,577 | |
Subsequent Event [Member] | Services Agreement [Member] | Second Consulting Services [Member] | ||
Common stock, issued | 1,577,287 | |
Consulting services period | 180 days | |
Exchange fee | $ 50,000 | |
Proceeds for common stock | $ 1,577 | |
Subsequent Event [Member] | Agreement [Member] | ||
Common stock, issued | 10,400,000 | |
Proceeds for common stock | $ 183,443 | |
Exchange for common shares | 35,000,000 | |
Subsequent Event [Member] | Share Issuance/ Claim Extinguishment Agreements [Member] | ||
Common stock shares issuable under agreement | 50,000,000 | |
Aggregate indebtedness | $ 154,056 | |
Subsequent Event [Member] | Share Purchase Agreement [Member] | ||
Share price | $ 0.02 | |
Common stock shares issuable under agreement | 100,000 | |
Description for share price | Fixed issue price of $0.02 per share (the "Fixed Price"), provided, however, that if the Company's volume weighted average price (the "VWAP") on the date the buyer provides a Stock Issuance Notice to the Company or on the date on which the buyer received such Issuance Shares, the Company's stock bid price is less than $0.035 (the "Minimum Price"), then the number of Issuance Shares shall increase as a result of a decrease in the Issuance Price below the Minimum Price | |
Subsequent Event [Member] | Second Share Purchase Agreement [Member] | ||
Share price | $ 0.02 | |
Common stock shares issuable under agreement | 400,000 | |
Description for share price | Fixed issue price of $0.02 per share (the "Fixed Price"), provided, however, that if the Company's volume weighted average price (the "VWAP") on the date the buyer provides a Stock Issuance Notice to the Company or on the date on which the buyer received such Issuance Shares, the Company's stock bid price is less than $0.035 (the "Minimum Price"), then the number of Issuance Shares shall increase as a result of a decrease in the Issuance Price below the Minimum Price | |
Subsequent Event [Member] | Loan agreement [Member] | ||
Borrowed amount | $ 37,770 | |
Interest rate | 12.00% | |
Description for the payment of interest | The loan bears interest at 12% per annum, payable at a rate of 6% on the semi-annual anniversary and 6% on the repayment date of October 18, 2018 | |
Subsequent Event [Member] | Second Loan agreement [Member] | ||
Subsequent event description | payable at a rate of 6% on the semi-annual anniversary and 6% on the repayment date of November 3, 2018. | |
Borrowed amount | $ 30,000 | |
Interest rate | 12.00% | |
Subsequent Event [Member] | Third Loan agreement [Member] | ||
Subsequent event description | payable at a rate of 6% on the semi-annual anniversary and 6% on the repayment date of November 3, 2018. | |
Borrowed amount | $ 50,000 | |
Interest rate | 12.00% | |
Subsequent Event [Member] | Series A Preferred Stock [Member] | ||
Common stock, authorized | 1,000,000 | |
Voting rights, description | The Preferred Stock will have voting rights equal to 299 shares of common stock, per share of Preferred | |
Common stock shares exchanged for preferred stock | 100,000,000 |