STOCKHOLDERS' DEFICIT | NOTE 6 STOCKHOLDERS’ DEFICIT On April 4, 2017, the Company with the consent of the Majority Shareholder and Unanimous Written Consent of the Board of Directors filed with the Securities and Exchange Commission a Schedule 14C and with the State of Delaware an Amended Certificate of Incorporation increasing the authorized shares of common stock by 600,000,000 shares of common stock from 1,650,000,000 shares of common stock to 2,250,000,000 shares of common stock. On April 23, 2017, the Company with the consent of the Majority Shareholder and Unanimous Written Consent of the Board of Directors filed with the Securities and Exchange Commission a Schedule 14C and with the State of Delaware an Amended Certificate of Incorporation increasing the authorized shares of common stock by 1,000,000,000 shares of common stock from 2,250,000,000 shares of common stock to 3,250,000,000 shares of common stock. On October 4, 2017, the Company with the consent of the Majority Shareholder and Unanimous Written Consent of the Board of Directors filed with the Securities and Exchange Commission a Schedule 14C and with the State of Delaware an Amended Certificate of Incorporation increasing the authorized shares of common stock by 1,000,000,000 shares of common stock from 3,250,000,000 shares of common stock to 4,250,000,000 shares of common stock. On February 1, 2018, the Company with the consent of the Majority Shareholder and Unanimous Written Consent of the Board of Directors filed with the Securities and Exchange Commission a Schedule 14C and with the State of Delaware an Amended Certificate of Incorporation increasing the authorized shares of common stock by 5,750,000,000 shares of common stock from 4,250,000,000 shares of common stock to 10,000,000,000 shares of common stock. (A) Common Stock During the nine months ended September 30, 2018, the Company issued the following common stock: Transaction Type Quantity Valuation Range of Value per share Conversion of convertible debt and accrued interest 4,289,679,230 $ 877,381 $0.0006 to- $0.00065 Services - rendered 32,678,571 46,200 $ 0.0026 Shares issued in exchange for warrant forgiveness 9,200,000 2,760 $ 0.0003 Total shares issued 4,331,557,801 $ 926,641 During the year ended December 31, 2017, the Company issued the following common stock: Transaction Type Quantity Valuation Range of Value per share Conversion of convertible debt and accrued interest 1,229,440,607 $ 1,309,243 $0.00045 to- $0.00731 Services - rendered 6,000,000 54,600 $0.0011 - $0.0107 Shares issued in exchange of interest – related party 800,000,000 960,000 $ 0.00001 Shares repurchased (13,000,000 ) (15,000 ) $ .0014 Total shares issued 1,222,440,607 $ 2,308,843 The Company maintains on its books and within the above financials, debt to Venture Champion Asia Limited and ICG USA LLC or its designee(s) which is currently in default and has not been converted due to ICG’s settled administrative proceeding with the SEC, where the Company awaits any rightful exemption or regulatory no-action that would render any forward moving action compliant by all the parties. The Company announced that it entered into an Agreement with Vedanti Systems Limited and Vedanti Licensing Limited (VLL) that resolves their dispute over the international Optimized Data Transmission (ODT) patent portfolio previously owned by Vedanti. The Agreement further provides that VLL and the Company will become co-owners of the pioneering portfolio. In consideration of the patent portfolio purchase, the Company issued 80,000,000 shares of its common stock to VLL. This patent portfolio consists of patents in the following countries: The United States, Australia, Austria, Cyprus, Denmark, Spain, Finland, France, Ireland, Italy, Luxembourg, Monaco, Portugal, Sweden, Turkey, Belgium, Switzerland/ Liechtenstein, United Kingdom, Greece, Netherlands and Germany. The Company continues to pursue its litigations against Google. Return of Shares and Issuance of Preferred shares On October 2, 2017, the Company, in exchange for Greg Halpern's consideration issuing the Company a line of credit of $100,000 on July 6, 2017 and another line of credit of $200,000 on October 2, 2017 and for Mr. Halpern's forgiveness of $960,000 of interest owed to Mr. Halpern for his Preferred Shares accrued dividend rate of 8% per annum of his already owned 5 million Series A Convertible Preferred Shares, the Board deemed it proper to grant Mr. Halpern an additional 800,000,000 shares of the Company's common stock, which at Mr. Halpern's election he may convert into 5,000,000 additional Series A Convertible Preferred Shares with the same voting rights and percentages as his previously granted and owned 5,000,000 Series A Convertible Preferred Shares. On November 8, 2017, the Company, at Greg Halpern's election, converted 800,000,000 shares of Common Stock into 5,000,000 Series A Convertible Preferred Shares representing 33.4% of the Company’s voting rights and control adding to Halpern’s existing 33.4% holdings, equaling 66.8% of the Company’s total voting rights and control. On March 4, 2015 the Company filed a form 8K with the SEC associated with the Company entering into a Securities Exchange Agreement and the Company filing with the Secretary of State Delaware a Certificate of Designations, Preferences and Rights whereby, among other things, the Company for good and valuable consideration, agreed that in consideration of a large shareholder exchanging 120,000,000 shares of common stock back to the Company, the shareholder would receive 5,000,000 shares of Series A Convertible Preferred Stock of the Company at a Stated Value of $0.96 per share and a Conversion Price of $0.04 per share. These 5,000,000 Series A Convertible Preferred Shares represent 33.4% of the Company’s voting rights and control and accrue dividends at a rate of 8% per annum Stated Value, payable in cash or in kind at the election of the Board of Directors. For the nine months ended September 30, 2018 and for the twelve months ended December 31, 2017, the Company has not declared dividends. (B) Stock Warrants The following tables summarize all warrant grants as of September 30, 2018, and the related changes during these periods are presented below: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Balance, December 31, 2017 19,220,690 $ 0.01 1.2 Granted — Exercised — Cancelled/Forfeited (5,600,000 ) Balance, September 30, 2018 13,620,690 $ 0.01 0.7 On May 7, 2018, the Company issued 9,200,000 shares of Company’s common stock to consultant in exchange for forgiveness of Warrant Agreement with the Company with a fair value of $2,760 ($0.0003/Share). A summary of all outstanding and exercisable warrants as of September 30, 2018 is as follows: Weighted Average Aggregate Intrinsic Exercise Warrants Warrants Remaining Value Price Outstanding Exercisable Contractual Life $ 0.01 2,000,000 2,000,000 0.67 $ — $ 0.005 1,000,000 1,000,000 0.91 $ — $ 0.0029 8,620,690 8,620,690 0.75 $ — $ 0.12 2,000,000 2,000,000 0.0.27 $ — 13,620,690 19,220,690 0.70 $ — A summary of all outstanding and exercisable warrants as of December 31, 2017 is as follows: Weighted Average Aggregate Intrinsic Exercise Warrants Warrants Remaining Value Price Outstanding Exercisable Contractual Life $ 0.01 2,000,000 2,000,000 1.16 $ — $ 0.005 1,000,000 1,000,000 1.40 $ — $ 0.0029 8,620,690 8,620,690 1.25 $ — $ 0.006 5,600,000 5,600,000 1.39 $ 0.12 2,000,000 2,000,000 0.77 $ — 19,220,690 19,220,690 1.2 $ — (C) Stock Options On July 6, 2017, Company's Chief Financial Officer ("CFO"), the Company issued 95,332,500 options to buy common shares of the Company's stock at $0.00253 per share, good for three years to the CFO. The Company recognized an expense of $191,361 for nine months ended September 30, 2018. The Company recorded the fair value of the options based on the fair value of each option grant estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: Expected dividends 0% Expected volatility 178.27% Expected term 3 Years Risk free interest rate 0.69% The following tables summarize all option grants as of September 30, 2018, and the related changes during these periods are presented below: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Outstanding – December 31, 2017 2,866,652 $ 0.13 1.02 Granted 95,332,500 $ 0.0025 2 Exercised — $ — — Forfeited or Canceled (2,866,652 ) $ — — Outstanding – September 30, 2018 95,332,500 $ 0.0025- 1.55- Exercisable – September 30, 2018 95,332,500 |