Note 15 - Stockholders' Deficit | Preferred Stock On October 21, 2010, the Company amended its Articles of Incorporation in New Jersey to authorize 10,000,000 shares of preferred stock, par value $0.10. The designations, rights, and preferences of such preferred stock are to be determined by the Board of Directors. On November 15, 2010, the Company changed its domicile from the State of New Jersey to the State of Wyoming. In addition to the 10,000,000 shares of preferred stock authorized on October 21, 2010, on January 10, 2011, 100 shares of preferred stock were designated as Series A Preferred Stock and 100,000,000 shares were designated as Series B Preferred Stock. The bylaws under the Wyoming Incorporation were amended to reflect the rights and preferences of each additional new designation. The Series A Preferred Stock collectively has voting rights equal to eighty percent of the total current issued and outstanding shares of common stock. If at least one share of Series A Preferred Stock is outstanding, the aggregate shares of Series A Preferred Stock shall have voting rights equal to the number of shares of common stock equal to four times the sum of the total number of shares of common stock issued and outstanding, plus the number of shares of Series B Preferred Stock (or other designated preferred stock) which are issued and outstanding. The Series B Preferred Stock has preferential liquidation rights in the event of any liquidation, dissolution or winding up of the Company, such liquidation rights to be paid from the assets of the Company not delegated to parties with greater priority at $1.00 per share or, in the event an aggregate subscription by a single subscriber of the Series B Preferred Stock is greater than $100,000,000, $0.997 per share. The Series B Preferred Stock shall be convertible to a number of shares of common stock equal to the price of the Series B Preferred Stock divided by the par value of the Series B Preferred Stock. The option to convert the shares of Series B Preferred Stock may not be exercised until three months following the issuance of the Series B Preferred Stock to the recipient shareholder. The Series B Preferred Stock shall have ten votes on matters presented to the shareholders of the Company for one share of Series B Preferred Stock held. The initial price of the Series B Preferred Stock shall be $2.50, (subject to adjustment by the CompanyÂ’s Board of Directors) until such time, if ever, the Series B Preferred Stock are listed on a secondary and/or public exchange. In February 2014, the Company's Board of Directors amended the conversion feature of the Series B Preferred Stock, to permit conversion to common shares at a 40% market discount to current market value at the time the Company receives a conversion request. Current market value is defined as the average of the immediately prior five trading day's closing prices. Additionally, when Series B Preferred Stock shares convert to the Company's common stock, the minimum price discount floor level is set at $0.005, as decided by the Company's Board of Directors. As of June 30, 2015, there were 158,671 shares of Series B Preferred Stock issued and outstanding, 16,667 of which convert to common shares at a 30% market discount. Issuance of Series A Preferred Stock In February 2011, the Company issued three (3) shares of non-convertible Series A preferred stock valued at $329,000 per share, or $987,000 in aggregate, for voting purposes only, to the three members of the management team at one share each. The issued and outstanding shares of the Series A preferred stock have voting rights equal to eighty percent of the total issued and outstanding shares of the Company's common stock. This effectively provided them, upon retention of their Series A Preferred Stock, voting control on matters presented to the shareholders of the Company. They have each irrevocably waived their conversion rights relating to the Series A preferred shares issued. The Company expensed $987,000 in stock based compensation expense related to the issuance of the shares in 2011. Sales of Shares of Series B Preferred Stock In February 2014, the Company sold subscriptions to three individuals for the purchase of shares of its Series B preferred stock at $1.50 per share. The Company sold a total of 25,335 shares, for $38,000, that are convertible into shares of its common stock at a 40% discount to current market value, defined as the average of the immediately prior five trading day's closing prices upon receipt of a conversion notice, and with a minimum price level set by the Company's Board of Directors at $0.005. The Series B preferred shares can be converted at any time after six months from the subscription agreements, but only once every 30 days. The conversion feature of the subscription agreement contains an embedded derivative (see Note 12). In March 2014, the Company sold subscriptions to one individual for the purchase of shares of its Series B preferred stock at $1.50 per share. The Company sold a total of 16,667 shares, for $25,000, that are convertible into shares of its common stock at a 40% discount to current market value, defined as the average of the immediately prior five trading day's closing prices upon receipt of a conversion notice, and with a minimum price level set by the Company's Board of Directors at $0.005. The Series B preferred shares can be converted at any time after six months from the subscription agreements, but only once every 30 days. The conversion feature of the subscription agreement contains an embedded derivative (see Note 12). In April 2014, the Company sold subscriptions to one individual for the purchase of shares of its Series B preferred stock at $1.50 per share. The Company sold a total of 33,334 shares, for $50,000, that are convertible into shares of its common stock at a 40% discount to current market value, defined as the average of the immediately prior five trading day's closing prices upon receipt of a conversion notice, and with a minimum price level set by the Company's Board of Directors at $0.005. The Series B preferred shares can be converted at any time after six months from the subscription agreements, but only once every 30 days. The conversion feature of the subscription agreement contains an embedded derivative (see Note 12). In May 2014, the Company sold subscriptions to three individuals for the purchase of shares of its Series B preferred stock at $1.50 per share. The Company sold a total of 66,668 shares, for $100,000, that are convertible into shares of its common stock at a 40% discount to current market value, defined as the average of the immediately prior five trading day's closing prices upon receipt of a conversion notice, and with a minimum price level set by the Company's Board of Directors at $0.005. The Series B preferred shares can be converted at any time after six months from the subscription agreements, but only once every 30 days. The conversion feature of the subscription agreement contains an embedded derivative (see Note 12). Issuance of Shares of Series B Preferred Stock for Financing In May 2015, as inducement to execute a secured promissory note, the note holder received 16,667 shares Series B preferred stock at $1.50 per share, in May 2015, that are convertible into shares of the Company's common stock at a 30% discount to current market value, defined as the average of the immediately prior five trading day's closing prices upon receipt of a conversion notice, and with a minimum price level set by the Company's Board of Directors at $0.005. The Series B preferred shares can be converted at any time after six months from the subscription agreements, but only once every 30 days (see Note 12). Because of the conversion feature of the Series B preferred shares, they are subject to derivative liability treatment. Common Stock In December 2012, an increase of the authorized shares of the CompanyÂ’s common stock from five hundred million (500,000,000) to seven hundred fifty million (750,000,000), $0.0001 par value, was ratified, effective upon the filing of an amendment to the CompanyÂ’s Certificate of Incorporation with the Wyoming Secretary of State. The amendment was adopted in February 2013. In May 2013, an increase of the authorized shares of the CompanyÂ’s common stock from seven hundred fifty million (750,000,000) to one billion, five hundred million (1,500,000,000), $0.0001 par value, was ratified, effective upon the filing of an amendment to the CompanyÂ’s Certificate of Incorporation with the Wyoming Secretary of State. The amendment was adopted in May 2013. In July 2013, an increase of the authorized shares of the CompanyÂ’s common stock from one billion, five hundred million (1,500,000,000) to three billion (3,000,000,000), $0.0001 par value, was ratified, effective upon the filing of an amendment to the CompanyÂ’s Certificate of Incorporation with the Wyoming Secretary of State. The amendment was adopted in July 2013. In August 2013, an increase of the authorized shares of the CompanyÂ’s common stock from three billion (3,000,000,000) to five billion (5,000,000,000), $0.0001 par value, was ratified, effective upon the filing of an amendment to the CompanyÂ’s Certificate of Incorporation with the Wyoming Secretary of State. The amendment was adopted in September 2013. In December 2013, an increase of the authorized shares of the Company's common stock from five billion (5,000,000,000) to six billion seven hundred fifty million (6,750,000,000), $0.0001 par value, was ratified, effective upon the filing of an amendment to the Company's Certificate of Incorporation with the Wyoming Secretary of State. The amendment was adopted in January 2014. In February 2014, a 1:1,500 reverse stock split of the Company's issued and outstanding shares of common stock was ratified, effective upon the filing of an amendment to the Company's Certificate of Incorporation with the Wyoming Secretary of State. The amendment was adopted in March 2014. All shares and per share amounts in the financial statements have been adjusted to give retroactive effect to the 1:1,500 reverse stock split adopted in March 2014. In February 2014, a decrease of the authorized shares of the Company's common stock from six billion seven hundred fifty million (6,750,000,000) to one billion, five hundred million (1,500,000,000), $0.0001 par value, was ratified, effective upon the filing of an amendment to the Company's Certificate of Incorporation with the Wyoming Secretary of State. The amendment was adopted in March 2014. In March 2014, the Company's transfer agent issued 1 share of the Company's common stock, as adjusted by the CompanyÂ’s 1:650 and 1:1,000 reverse stock splits adopted in January 2015, valued at $302, as rounding shares relating to the Company's 1:1,500 reverse stock split of the Company's issued and outstanding shares of common stock that was adopted in March 2014. In December 2014, an increase of the authorized shares of the Company's common stock from one billion, five hundred million (1,500,000,000) to nine billion (9,000,000,000), $0.0001 par value, was ratified, effective upon the filing of an amendment to the Company's Certificate of Incorporation with the Wyoming Secretary of State. The amendment was adopted in December 2014. In December 2014, a 1:650 reverse stock split of the Company's issued and outstanding shares of common stock was ratified, effective upon the filing of an amendment to the Company's Certificate of Incorporation with the Wyoming Secretary of State. The amendment was adopted in January 2015. All shares and per share amounts in the financial statements have been adjusted to give retroactive effect to the 1:650 reverse stock split adopted in January 2015. In December 2014, a decrease of the authorized shares of the Company's common stock from nine billion (9,000,000,000) to three billion (3,000,000,000), $0.0001 par value, was ratified, effective upon the filing of an amendment to the Company's Certificate of Incorporation with the Wyoming Secretary of State. The amendment was adopted in January 2015. In June 2015, a 1:1,000 reverse stock split of the Company's issued and outstanding shares of common stock was ratified, effective upon the filing of an amendment to the Company's Certificate of Incorporation with the Wyoming Secretary of State. The amendment was adopted in July 2015. All shares and per share amounts in the financial statements have been adjusted to give retroactive effect to the 1:1,000 reverse stock split adopted in July 2015. In June 2015, an increase of the authorized shares of the Company's common stock from three billion (3,000,000,000) to five billion (5,000,000,000), $0.0001 par value, was ratified, effective upon the filing of an amendment to the Company's Certificate of Incorporation with the Wyoming Secretary of State. The amendment was adopted in July 2015. Issuance of Common Stock for Services In December 2009, the Company entered into a retainer agreement with an attorney, whereas the attorney acts as house counsel for the Company with respect to all general corporate matters. Commencing on January 1, 2010, the fee structure also includes a monthly cash fee of $1,000 and the monthly issuance of 2,500 shares of common stock, valued at market, the issuance of which remains 2,500 shares post to the Company's March 2014, January 2015 and July 2015 reverse stock splits For the interim period ended June 30, 2015 and 2014, the Company issued a total of 8 shares of restricted common stock, valued at $2, and 1 share of restricted common stock, valued at $2,956, respectively, as adjusted by the CompanyÂ’s 1:650 and 1:1,000 reverse stock splits, all of which have been expensed as legal fees, related to the agreement. Issuance of Common Stock for Financing In March 2010, the Company executed a promissory note for $50,000 with its CEO, bearing interest at 10% per annum, maturing on April 30, 2011. Per the terms of the promissory note, the note holder purchased two units with each unit consisting of a 10% promissory note of $25,000 and 1 restricted share, as adjusted by the CompanyÂ’s 1:650 and 1:1,000 reverse stock splits, of the CompanyÂ’s common stock, valued at $24,375,000 per share, as adjusted by the CompanyÂ’s 1:650 and 1:1,000 reverse stock splits, and expensed in 2010. In January 2015, the note was extended to December 31, 2015 (see Note 9). In March 2015, the Company's transfer agent issued 2 shares of the Company's common stock, as adjusted by the CompanyÂ’s 1:1,000 reverse stock split, valued at $4.71, as rounding shares related to the Company's 1:650 reverse stock split of the Company's issued and outstanding shares of common stock that was adopted in January 2015. Conversions to Common Stock For the interim period ended June 30, 2015, the Company received conversion notices from Adar Bays to convert $13,425 of a back-end note dated September 23, 2014, that tacks back to March 24, 2014, $3,766, and accrued interest of $1,105, of a note dated June 23, 2014 into 37,332 unrestricted shares of the Company's common stock, at conversion prices ranging from $0.058 to $37.70 per share, as adjusted by the Company's 1:650 and 1:1,000 reverse stock splits (see Note 5). For the interim period ended June 30, 2015, the Company received conversion notices from Auctus to convert $19,279 of a note dated May 21, 2014, and accrued interest of $1,408, into 205,160 unrestricted shares of the Company's common stock, at conversion prices ranging from $0.03 to $19.50 per share, as adjusted by the Company's 1:650 and 1:1,000 reverse stock splits (see Note 5). For the interim period ended June 30, 2015, the Company received conversion notices from Black Arch to convert $25,000 (balance), and accrued interest of $3,550, of a note originally issued to a non-related third party on February 11, 2008, and sold to the investor firm with no additional consideration to the Company, into 163,224 unrestricted shares of the Company's common stock, at conversion prices ranging from $0.06 to $15.00 per share, as adjusted by the Company's 1:650 and 1:1,000 reverse stock splits (see Note 5). For the interim period ended June 30, 2015, the Company received conversion notices from Iconic to convert $28,750 (balance) of a note dated May 30, 2014 and $7,153 of a back-end note dated August 8, 2014, that tacks back to May 30, 2014 into 215,030 unrestricted shares of the Company's common stock, at conversion prices ranging from $0.10 to $3.90 per share, as adjusted by the Company's 1:650 and 1:1,000 reverse stock splits (see Note 5). For the interim period ended June 30, 2015, the Company received conversion notices from JMJ to convert $13,436 of a note dated March 26, 2014 into 89,518 unrestricted shares of the Company's common stock, at conversion prices ranging from $0.06 to $39.00 per share, as adjusted by the Company's 1:650 and 1:1,000 reverse stock splits (see Note 5). For the interim period ended June 30, 2015, the Company received conversion notices from JSJ to convert $6,188 of a note dated May 25, 2014 into 49,765 unrestricted shares of the Company's common stock, at conversion prices ranging from $0.058 to $266.50 per share, as adjusted by the Company's 1:650 and 1:1,000 reverse stock splits (see Note 5). For the interim period ended June 30, 2015, the Company received conversion notices from KBM to convert $21,475 of a note dated April 8, 2014 into 108,057 unrestricted shares of the Company's common stock, at conversion prices ranging from $0.06 to $5.80 per share, as adjusted by the Company's 1:650 and 1:1,000 reverse stock splits (see Note 5). For the interim period ended June 30, 2015, the Company received conversion notices from LG Capital to convert $12,750 (balance), and accrued interest of $1,224, of a note dated March 14, 2014 into 68,925 unrestricted shares of the Company's common stock, at conversion prices ranging from $0.058 to $37.70 per share, as adjusted by the Company's 1:650 and 1:1,000 reverse stock splits (see Note 5). For the interim period ended June 30, 2015, the Company received conversion notices from Tonaquint to convert $7,291 of a note dated March 14, 2014 into 80,875 unrestricted shares of the Company's common stock, at conversion prices ranging from $0.06 to $0.48 per share, as adjusted by the Company's 1:650 and 1:1,000 reverse stock splits (see Note 5). For the interim period ended June 30, 2015, the Company received conversion notices from Union to convert $9,840, and accrued interest of $426, of a note originally issued to a non-related third party on September 23, 2006, and sold to the investor firm with no additional consideration to the Company, into 26,573 unrestricted shares of the Company's common stock, at conversion prices ranging from $0.116 to $37.70 per share, as adjusted by the Company's 1:650 and 1:1,000 reverse stock splits (see Note 5). For the interim period ended June 30, 2015, the Company received conversion notices from Vista to convert $12,780 (balance) of a note dated April 1, 2014 and $15,260 of a back-end note dated February 25, 2015, that tacks back to April 1, 2014 into 337,040 unrestricted shares of the Company's common stock, at conversion prices ranging from $0.05 to $2.75 per share, as adjusted by the Company's 1:650 and 1:1,000 reverse stock splits (see Note 5). For the interim period ended June 30, 2015, the Company received conversion notices from WHC to convert $16,042 of a note originally issued to a non-related third party on January 23, 2009, and sold to the investor firm with no additional consideration to the Company, into 35,779 unrestricted shares of the Company's common stock, at conversion prices ranging from $0.116 to $37.70 per share, as adjusted by the Company's 1:650 and 1:1,000 reverse stock splits (see Note 5). For the interim period ended June 30, 2014, the Company received conversion notices from Asher to convert $95,100 of notes dated June 4, 2013 and July 17, 2013, and $4,700 of accrued interest, into 2 unrestricted shares of our common stock, at conversion prices ranging from $58,500 per share to $72,280 per share, as adjusted by the Company's 1:650 and 1:1,000 reverse stock splits (see Note 5). For the interim period ended June 30, 2014, the Company received conversion notices from Auctus to convert $17,000 of a note dated May 28, 2013, and accrued interest of $1,579, and $28,930 of a note dated October 1, 2013 into 3 unrestricted shares of the Company's common stock, at conversion prices ranging from $9,580 to $58,500 per share, as adjusted by the Company's 1:650 and 1:1,000 reverse stock splits (see Note 5). For the interim period ended June 30, 2014, the Company received conversion notices from Iconic to convert $86,502 of notes dated June 4, 2013, July 23, 2013 and October 4, 2013, and accrued interest of $7,252, into 3 unrestricted shares of the Company's common stock, at conversion prices ranging from $11,740 to $58,500 per share, as adjusted by the Company's 1:650 and 1:1,000 reverse stock splits (see Note 5). For the interim period ended June 30, 2014, the Company received conversion notices from JSJ to convert $27,818 of a note originally issued to a non-related third party on June 6, 2006, and sold to the investor firm with no additional consideration to the Company, into 3 unrestricted shares of the Company's common stock, at conversion prices ranging from $9,670 to $12,190 per share, as adjusted by the Company's 1:650 and 1:1,000 reverse stock splits (see Note 5). For the interim period ended June 30, 2014, the Company received conversion notices from Tarpon to convert $117,201 of a note originally issued to a non-related third party on February 29, 2008, and sold to the investor firm with no additional consideration to the Company, into 6 unrestricted shares of the Company's common stock, at conversion prices ranging from $8,260 to $66,140 per share, as adjusted by the Company's 1:650 and 1:1,000 reverse stock splits (see Note 5). For the interim period ended June 30, 2014, the Company received conversion notices from Tonaquint to convert $29,804 of a note dated October 18, 2013 into 2 unrestricted shares of the Company's common stock, at conversion prices ranging from $11,740 to $21,490 per share, as adjusted by the Company's 1:650 and 1:1,000 reverse stock splits (see Note 5). For the interim period ended June 30, 2014, the Company received conversion notices from WHC to convert $24,553 of a note originally issued to a non-related third party on June 6, 2006 and $21,790 of a note originally issued to a non-related third party on January 23, 2009, and $633 of accrued interest, and sold to the investor firm with no additional consideration to the Company, into 2 unrestricted shares of the Company's common stock, at conversion prices ranging from $9,540 to $56,550 per share, as adjusted by the Company's 1:650 and 1:1,000 reverse stock splits (see Note 5). Issuance of Warrants and Options for Financing and Acquiring Services For the interim period ended June 30, 2015, there were no issuances of warrants agreements made by the Company in connection with consulting agreements. In October 2013, the Company entered into a purchase agreement with Tonaquint which included five year warrants for 1 share of the Company's common stock, at an exercise price of $260,000, as adjusted by the CompanyÂ’s 1:650 and 1:1,000 reverse stock splits, subject to adjustments. Per the terms of the reset feature of the warrants, an additional 1 warrant share was issued at December 31, 2014, for a total of 2 warrant shares. For the interim period ended June 30, 2015, the Company received a warrant exercise notice from the warrant holder to convert 1 warrant shares into 191 unrestricted shares of the Company's common stock, at an exercise price of $39.00 per share, as adjusted by the CompanyÂ’s 1:650 and 1:1,000 reverse stock splits (see Note 5). In April 2014, the Company entered into a purchase agreement with Tonaquint which included five year warrants for 1 share of the Company's common stock, at an exercise price of $21,500, as adjusted by the CompanyÂ’s 1:650 and 1:1,000 reverse stock splits, subject to adjustments (see Note 5). As of June 30, 2015, no warrants have been exercised from this agreement. In October 2014, the Company entered into a purchase agreement with Tonaquint which included five year warrants for 28 shares of the Company's common stock, at an exercise price of $463.45, as adjusted by the CompanyÂ’s 1:650 and 1:1,000 reverse stock splits, subject to adjustments (see Note 5). As of June 30, 2015, no warrants have been exercised from this agreement. The table below summarizes the CompanyÂ’s warrant activities through June 30, 2015, as adjusted by the CompanyÂ’s 1:650 and 1:1,000 reverse stock splits: Number of Warrant Shares Exercise Price Range Per Share Weighted Average Exercise Price Fair Value at Date of Issuance Aggregate Value Balance, December 31, 2014 32 $ 695,000-9,750,000,000 $ 25,486,000 $ 588,479 $ - Granted - - - - $ - Canceled for cashless exercise (- ) - - - - Exercised (Cashless) (1 ) $ 39.00 $ 39.00 (1,395) - Exercised (- ) - - - - Expired (1 ) $ 19,500,000-39,000,000 $ 29,250,000 $ (77,822) $ - Balance, June 30, 2015 30 $ 695,000-9,750,000,000 $ 10,430,000 $ 509,262 $ - Vested and exercisable, June 30, 2015 30 $ 695,000-9,750,000,000 $ 25,495,000 $ 509,262 $ - Unvested, June 30, 2015 - $ - $ - $ - $ - The following table summarizes information concerning outstanding and exercisable warrants as of June 30, 2015, Warrants Outstanding Warrants Exercisable Range of Exercise Prices Number Outstanding Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Average Remaining Contractual Life (in years) Weighted Average Exercise Price $9,750,000,000 1 0.15 $ 9,750,000,000 1 0.15 $ 9,750,000,000 $695,000-312,000,000 29 0.88 $ 25,318,000 29 0.88 $ 25,318,000 $695 - $9,750,000 30 0.88 $ 25,495,000 30 0.88 $ 25,495,000 Issuance of Stock Options to Parties Other Than Employees for Acquiring Goods or Services As of June 30, 2015, options to purchase an aggregate of 1 share, as adjusted by the CompanyÂ’s 1:650 and 1:1,000 reverse stock splits, of its common stock for non-employees was outstanding. The exercise price of the options to purchase 1 and 1 shares of its common stock is $5,850,000 and $1,636,360, respectively, yielding a weighted average exercise price of $2,925,000, as adjusted by the CompanyÂ’s 1:650 and 1:1,000 reverse stock splits. |