SHAREHOLDERS' DEFICIT | Preferred Stock At December 31, 2015 and 2014, the number of authorized shares of the Companys preferred stock was 10,000,000. The par value of the preferred stock is $0.001. On December 8, 2015, the Companys board of directors and a majority of its common shareholders approved a resolution to decrease the par value of the Companys preferred stock from $0.001 to $0.0001. On May 14, 2010, the Company filed with the Secretary of State of the State of Nevada a Certificate of Designation of Series A Preferred Stock. The Certificate was approved by the Board and did not require shareholder vote. The Certificate created a new class of preferred stock known as Series A Preferred Stock. There is one share designated as Series A Preferred Stock. One share of Series A Preferred Stock is entitled to 50.1% of the outstanding votes on all shareholder voting matters. Series A Preferred Stock has no dividend rights and no rights upon a liquidation event and is subject to cancellation when certain conditions are met. On May 14, 2010, the Company issued one share of Series A Preferred Stock to Mr. Chang related to the acquisition of IPA by VIASPACE and VGE, effectively giving him a controlling interest in VIASPACE. Effective as of September 30, 2012, and pursuant to an Agreement to Grant Voting Rights and Transfer Preferred Share executed by Chang and Director Kevin Schewe, Chang granted Schewe an irrevocable proxy that permitted Schewe to vote the Preferred Share. This proxy lasts so long as the License (discussed in Note 10) remained exclusive to the Company. Upon the earlier of (i) the expiration of five years or (ii) the date when the Company reached a market capitalization of at least $50 million, the proxy would be cancelled as the Preferred Share would be transferred from Chang to Schewe. At December 31, 2015 and December 31, 2014, there is one share of Series A Preferred Stock outstanding. Common Stock As of January 1, 2015, the number of authorized shares of the Companys common stock was 1,800,000,000. On August 7, 2015, the Companys board of directors and a majority of its common shareholders approved a resolution to increase authorized common shares from 1,800,000,000 shares to 3,900,000,000 shares. As of January 1, 2015, the par value of common and preferred shares was $0.001. On December 8, 2015, the Companys board of directors and a majority of its common shareholders approved a resolution to decrease the par value of the Companys common stock from $0.001 to $0.0001. Common shareholders are entitled to one vote for each share held on all matters voted on by shareholders. During 2015, the Company issued 10,991,009 unregistered shares of common stock to employees, consultants and vendors for services provided or to be provided to the Company. These share issuances were recorded at $94,000 which is the fair market value determined by the price of the Companys common stock trading on the OTC Markets on the date of grant. On April 14, 2015, the Company entered into separate Subscription Agreements with Mr. Haris Basit and Mr. Asad Cochinwala in which each party agreed to purchase 14,285,714 shares of common stock at a purchase price of $0.0035 per share for $50,000. The purchase price per share was equal to 50% of the average closing price of the Company's common stock for the 20 trading days immediately preceeding the date of the investment. The Company received $50,000 from Mr. Basit and $50,000 from Mr. Cochinwala on April 14, 2015. Mr. Basit became CEO and director of the Company on July 10, 2015. Mr Basit is also the CEO of Almaden Energy Group (AEG), a customer of the Company as discussed in Note 8. Mr. Cochinwala is CFO of AEG. On July 31, 2015, the Company entered into a Subscription Agreement with a private investor to purchase 14,705,882 shares of common stock at a purchase price of $0.0017 per share for $25,000. The purchase price per share was equal to 50% of the average closing price of the Company's common stock for the 20 trading days immediately preceeding the date of the investment. On August 20, 2015, the Company entered into a Subscription Agreement with a private investor to purchase 13,888,889 shares of common stock at a purchase price of $0.0018 per share for $25,000. The purchase price per share was equal to 50% of the average closing price of the Company's common stock for the 20 trading days immediately preceeding the date of the investment. On October 6, 2015, the Company entered into a Subscription Agreement with a private investor to purchase 23,809,524 shares of common stock at a purchase price of $0.0021 per share for $50,000. The purchase price per share was equal to 50% of the average closing price of the Company's common stock for the 20 trading days immediately preceeding the date of the investment. On November 9, 2015, the Company entered into a Subscription Agreement with Dr. Kukkonen, CTO of the Company, to purchase 4,285,714 shares of common stock at a purchase price of $0.0007 per share for $3,000. The purchase price per share was equal to 20% of the average closing price of the Company's common stock for the 20 trading days immediately preceeding the date of the investment. On December 22, 2015, the Company entered into a Subscription Agreement with Dr. Kukkonen, CTO of the Company, to purchase 15,000,000 shares of common stock at a purchase price of $0.0004 per share for $6,000. The purchase price per share was equal to 20% of the average closing price of the Company's common stock for the 20 trading days immediately preceeding the date of the investment. During 2015, the Company issued 321,767,290 shares of common stock to Director Kevin Schewe as he converted loans into shares of common stock as allowed under an agreement he has with the Company as discussed in Note 5. As of December 31, 2015, there were 1,995,451,343 shares of common stock outstanding. |