Stockholders' Equity Note Disclosure [Text Block] | Note 7 – Preferred Stock, Warrants and Options The terms of the Series A Convertible Preferred Stock, Series B Convertible Preferred Stock , Warrants and Options are as follows: Series A Convertible Preferred Stock A total of 500,000 the Company (the “Certificate of Designation”), which Certificate of Designation was filed with the Secretary of State of the State of Oklahoma on December 11, 2013. $0.0002 $1.00 6% not December 31, 2017, $87,000. The Series A Preferred Stock may, first 166,667 500,000 The Series A Preferred Stock will automatically be converted into Common Stock anytime the post-split 5 $15.00 Except as otherwise required by law, the holders of shares of Series A Preferred Stock shall not In the event of any (i) liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or ii) sale, merger, consolidation, reorganization or other transaction that results in a change of control of the Company, each holder of a share of Series A Preferred shall be entitled to receive, subject to prior preferences and other rights of any class or series of stock of the Company senior to the Series A Preferred, but prior and in preference to any distribution of any of the assets or surplus funds of the Company to holders of Common Stock, or any other class or series of stock of the Company junior to the Series A Preferred, an amount equal to the Stated Value plus accrued and unpaid dividends (as adjusted for any stock dividends, combinations or splits with respect to such shares) (the “Preference Amount”). After such payment has been made to the holders of Series A Preferred of the full Preference Amount to which such holders shall be entitled, the remaining net assets of the Company available for distribution, if any, shall be distributed pro rata among the holders of Common Stock. In the event the funds or assets legally available for distribution to the holders of Series A Preferred are insufficient to pay the Preference Amount, then all funds or assets available for distribution to the holders of capital stock shall be paid to the holders of Series A Preferred pro rata based on the full Preference Amount to which they are entitled. The Company may not first 5 In regard to the implications of the Exchange Transaction on Section 6 6 not Series A Warrants Each Unit under the Securities Purchase Agreement consists of warrants entitling the investor to purchase fifty 50 pre-split shares of Common Stock for each share of Series A Preferred purchased by such investor in the Private Placement, at an initial pre-split exercise price per share of $0.0055. first fourth may may 13d 3 1934, not 4.99% 9.99% 61 November 2017 January 2018, four Series B Convertible Preferred Stock On March 22, 2016, the Company filed with the Secretary of State of the State of Oklahoma a Certificate of Designation (the “Certificate of Designation”), setting for the Preferences, Rights and Limitation of the Company’s Series B Convertible Preferred Stock (the “Series B Preferred”). The Two Million ( 2,000,000 $1.00 The holders of Series B Preferred are not Company’s Common Stock into which their Series B Preferred can be converted, whether or not At the option of the holder, Series B Preferred may 6.38 5 $0.10 ninety 90 In the event of any i) liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or ii) sale, merger, consolidation, reorganization or other transaction that results in a change of control of the Company, each holder of a share of Series B Preferred shall be entitled to receive, subject to prior preferences and other rights of any class or series of stock of the Company senior to the Series B Preferred, but prior and in preference to any distribution of any of the assets or surplus funds of the Company to holders of Common Stock, or any other class or series of stock of the Company junior to the Series B Preferred, an amount equal to the Stated Value (as adjusted for any stock dividends, combinations or splits with respect to such shares) (the “Preference Amount”). After such payment has been made to the holders of Series B Preferred of the full Preference Amount to which such holders shall be entitled, the remaining net assets of the Company available for distribution, if any, shall be distributed pro rata among the holders of Common Stock. In the event the funds or assets legally available for distribution to the holders of Series B Preferred are insufficient to pay the Preference Amount, then all funds or assets available for distribution to the holders of capital stock shall be paid to the holders of Series B Preferred pro rata based on the full Preference Amount to which they are entitled. On September 30, 2016, the Company filed with the Secretary of State of the State of Oklahoma a Certificate of Amendment to the Certificate of Designation, increasing the number of authorized shares of Series B Preferred Stock from 2,000,000 6,600,000 Pursuant to the Share Exchange Agreement (see Note 2 the Group issued 4,760,872 July 27, 2017 4,760,872 1,797,473 41,842,241 Michael Kraft Options On March 21, 2017, whereby Mr. Kraft became the new CEO of the Company. Pursuant to the agreement the Company granted Mr. Kraft an option to purchase from the Company $50,000 June 28, 2017. $50,000 208,160 $0.24 June 28, 2017. The $50,000 June 2017 $0 260.52% 1.84% ten Golden State and Other Warrants As of December 31, 201 7, 61 $114,450 December 31, 2017, June 30, 2018. 1,000 $0.96 March 31, 2019. 31,667 $1.65 January 17, 2018. On November 15, 2017, related party, Victor Keen, Co-Chairman of the Board of Directors of the Company, pursuant to which it sold 20,000,000 $750,000. Simultaneously, the Company issued an option to purchase an aggregate of 2,666,667 common stock to a third The option is exercisable, at any time on or after the initial issuance date, at an exercise price of $0.0375 one The $750,000 470 20 25 2. 20,000,000 $0.28 November 15, 2017 $714,719. $665,113 89% $84,887 11% . The $714,719 November 2017 $0 300.18% 1.55% one Warrants Summary The following table summarizes the Company’s warrant activity during the year ended December 31, 2017: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Warrants Price In Years Value Outstanding, December 31, 201 6 65,228 $ 108.00 Granted - - Expired (32,500 ) 1.65 Exercised - - Outstanding, December 31, 201 7 32,728 $ 215.15 0.09 $ - Exercisable, December 31, 201 7 32,728 $ 215.15 0.09 $ - The following table summarizes the Company’s warrants as of December 31, 2017: Warrants Outstanding Warrants Exercisable Weighted Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price Warrants In Years Warrants $ 1.65 31,667 0.05 31,667 $ 0.96 1,000 1.25 1,000 $ 114,450 61 0.50 61 32,728 0.09 32,728 Options Summary Stock options for employees, directors or consultants that vest immediately, are valued at the date of award, which does not The estimated fair value of options for common stock granted was determined using the Black-Scholes option pricing model. The expected dividend yield is based on the average annual dividend yield as of the grant date. Expected volatility is based on the historical volatility of our stock. The risk-free interest rate is based on the U.S. Treasury Constant Maturity rates as of the grant date. The expected life of the option is based on historical exercise behavior and expected future experience. The following table summarizes the Company’s option activity during the year ended December 31, 2017: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Options Price In Years Value Outstanding, December 31, 201 6 76,577 $ 24.00 1.0 - Granted 2,874,827 0.05 1.7 - Expired (1,142 ) 105.00 1.0 - Exercised - - - - Outstanding, December 31, 201 7 2,950,262 $ 0.63 1.5 $ - Exercisable, December 31, 201 7 2,950,262 $ 0.63 1.5 $ - The following table summarizes the Company’s options as of December 31, 2017: Options Outstanding Options Exercisable Weighted Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ .24 208,160 9.0 208,160 $ .04 2,666,667 0.9 2,666,667 $ 3.00 66,667 0.3 66,667 $ 52.50 4,383 2.5 4,383 $ 70.26 3,449 4.5 3,449 $ 420.00 565 3.4 565 $ 577.50 155 0.8 155 $ 2,520.00 196 0.2 196 $ 10,500.00 20 0.3 20 2,950,262 1.5 2,950,262 |