NOTE 7 - COMMON AND PREFERRED STOCK TRANSACTIONS | NOTE 7 - COMMON AND PREFERRED STOCK TRANSACTIONS All common share issuances were recorded at market value on the date of issuance. On September 24, 2013, the Company converted a certain promissory note, in the original principal amount of $400,000 held by Cumbria Capital, L.P. (Cumbria), into 100 shares of Series A Preferred Stock. Cumbria is a Texas limited partnership owned and controlled by Cyrus Boga, a director of the Company from December 15, 2011 to May 27, 2014. Although the Preferred Stock carries no dividend, distribution, or liquidation rights, and is not convertible into common stock, each share of Series A Preferred Stock carries 10,000,000 votes per share and is entitled to vote with the Companys common stockholders on all matters upon which common stockholders may vote. As a result, Cumbria holds a controlling voting interest in the Company and Mr. Boga may unilaterally determine the election of the Board and other substantive matters requiring approval of the Companys stockholders. On September 24, 2013, the Company converted 1,825,000 shares of our Series C Preferred Stock (Series C Conversion), which amount represented all of the issued and outstanding shares of Series C Preferred Stock, into 1,825,000,000 shares of our Class A common stock.As a result of this conversion, there are no shares of Series C Preferred Stock outstanding. Immediately following the Series C Conversion, the Board of Directors of the Company approved the Plan of Share Exchange (the "Plan"). The Plan allowed for the conversion of 1,914,840,019 shares of Class A common stock,which amount represented all of the outstanding shares of common stock of the Company, into 1,943,634shares of Class B common stock. As a result, the Company has no shares of Class A Common stock outstanding, and 1,943,634 shares of Class B common stock outstanding. Certificates representing the shares of Class B common stock will not be distributed until the Companys Registration Statement has been declared effective by the U.S. Securities and Exchange Commission. During the process of converting our Series C Preferred Stock into Class A common stock and subsequently exchanging all of our Class A common stock into Class B common stock, we temporarily exceeded the number of authorized shares of our common stock, even though certificates for the 1,825,000,000 shares of Class A common stock were not actually distributed. Since the Share Exchange immediately followed the conversion of our Series C Preferred Stock, we now have a sufficient number of our common shares authorized for issuance. |