Equity | Preferred Stock The Company is authorized to issue up to a total of one million, two hundred thousand (1,200,000) shares of preferred stock, par value $0.001 per share, without stockholder approval. The Board of Directors has the authority, without action by the stockholders, to issue all or any portion of the authorized but unissued preferred stock in one or more series and to determine the voting rights, preferences as to dividends and liquidation, conversion rights, and other rights of such series. As of November 30, 2014, the Company had 640,000 Series A Convertible Preferred shares issued and outstanding. For each share of Series A Convertible Preferred Stock, the holder will receive 10,000 shares of common stock upon conversion. Common Stock On November 13, 2014, the holders of a majority of the voting power of outstanding capital stock executed a Written Consent in Lieu of a Meeting of Stockholders approving an amendment to the Companys Restated Articles of Incorporation, as amended, to increase the number of authorized shares, $0.001 par value per share, from a total number of 6,001,200,000 shares to a total number of 30,001,200,000 shares, consisting of 30,000,000,000 shares of common stock and 1,200,000 shares of preferred stock. The authorized share increase became effective on January 6, 2015, after filing of the Articles of Amendment with the Secretary of State of the State of Utah. The Company is authorized to issue up to a total of thirty billion (30,000,000,000) shares of common stock, par value $0.001 per share. The shares of common stock are non-assessable, without preemption rights, and do not carry cumulative voting rights. Holders of common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders. Holders of common stock are entitled to receive dividends if, as and when declared by the Board of Directors. During the period ended November 30, 2014, the Company issued the following shares to note holders to reduce its outstanding debt obligations: On December 18, 2013, the Company issued 187,500,000 shares of common stock to an institutional investor related to the conversion of $206,250 of debt at a price of $0.0011 per share. On February 20, 2014, the Company issued 125,000,000 shares of common stock to an institutional investor related to the conversion of $200,000 of debt at a price of $0.0016 per share. On March 31, 2014, the Company issued 208,333,333 shares of common stock to an institutional investor related to the conversion of $250,000 of debt at a price of $0.0016 per share. On May 27 and 29, 2014, the Company issued an aggregate of 241,732,810 shares of common stock to an institutional investor related to the conversion of $156,000 of debt at a price of $0.0016 per share. On May 31, 2014, the Company issued 202,380,952 shares of common stock to an institutional investor related to the conversion of $135,000 of debt at a price of $0.0016 per share. On July 15, 2014, the Company issued 73,636,364 shares of common stock to an investor related to the conversion of $45,000 of debt at a price of $0.00055 per share. On August 13, 2014, the Company issued 162,500,000 shares of common stock valued at $130,000 to an institutional investor due under a finders fee agreement relating to the Companies $1.3 Million financing with TCA. On September 16, 2014, the Company issued 20,000,000 shares of common stock to TCA Global as an investment banking advisory fee valued at $150,000. On October 13.2014, the Company issued 82,500,000 shares of common stock to an investor related to the conversion of $33,000 of debt at a price of $0.0004 per share. On October 27, 2014, the Company issued 81,846,914 shares of common stock to an investor related to the conversion of $41,812.50 of debt at a price of $0.000511 per share. On November 1, 2014, the Company issued 100,000 shares of Series A Convertible Preferred to an officer for $25,000. On November 24, 2014, the Company issued 412,536,864 shares of common stock to an investor related to the conversion of $125,000 of debt at a price of $.00303 On January 8, 2015, we issued 258,028,571 shares of common stock to an investor related to the conversion of $43,348.80 of debt at a price of $0.000168 per share. On January 21, 2015, we issued 225,000,000 shares of common stock to an investor related to the conversion of $25,200 of debt a price of $0.000112 per share. On January 22, 2015, we issued 250,000,000 shares of common stock to an investor related to the conversion of $28,000 of debt a price of $0.000112 per share. On January 26, 2015, we issued 116,666,667 shares of common stock to an investor related to the conversion of $14,000 of debt a price of $0.0012 per share. On February 2, 2015, we issued 90,909,091 shares of common stock to an investor related to the conversion of $10,000 of debt a price of $0.0011 per share. On February 2, 2015, we issued 145,772,727 shares of common stock to an investor related to the conversion of $16,035 of debt a price of $0.0011 per share. On February 5, 2015, we issued 236,750,000 shares of common stock to an investor related to the conversion of $23,675 of debt a price of $0.001 per share. On February 12, 2015, we issued 265,000,000 shares of common stock to an investor related to the conversion of $24,910 of debt a price of $0.000094 per share. On February 23, 2015, we issued 335,166,667 shares of common stock to an investor related to the conversion of $20,110 of debt a price of $0.00006 per share. On February 23, 2015, we issued 331,850,545 shares of common stock to an investor related to the conversion of $18,251 of debt a price of $0.000055 per share. On February 26, 2015, we issued 335,890,909 shares of common stock to an investor related to the conversion of $18,474 of debt a price of $0.000055 per share. On March 11, 2015, we issued 375,000,000 shares of common stock to an investor related to the conversion of $20,625 of debt a price of $0.000055 per share. On April 23, 2015, we issued 375,000,000 shares of common stock to an investor related to the conversion of $20,625 of debt a price of $0.000055 per share. |