SHAREHOLDERS' EQUITY | NOTE 3 - SHAREHOLDERS’ EQUITY Preferred Shares Rights We have 25,000,000 shares of preferred stock authorized, par value $0.0005 per share. Series A Convertible Preferred Stock: As of June 30, 2015, the Company had authorized the issuance of 3,143,237 shares of preferred stock designated as Series A Convertible Preferred Stock (“Series A Preferred”). The original issue price of the Series A Preferred is $1.00 per share. There were 518,750 and 593,750 Series A Preferred shares issued and outstanding as of June 30, 2015 and December 31, 2014, respectively. During the three months ended June 30, 2015 the Company did not issue any shares of the Series A Preferred, and no shares of the Series A Preferred have been converted into common stock. Series B Convertible Preferred Stock: As of June 30, 2015, we had 3,500 shares of preferred stock designated as Series B Convertible Preferred Stock (“Series B Preferred”). The original issue price of the Series B Preferred is $1,000 per share. There were 900 and 1,145 Series B Preferred shares issued and outstanding as of June 30, 2015 and December 31, 2014, respectively. During the three months ended June 30, 2015 the Company did not issue any shares of the Series B Preferred and 75 shares of Series B Preferred were converted into 204,188 shares of our common stock. Series C Convertible Preferred Stock: As of June 30, 2015, we had 770,000 shares of preferred stock designated as Series C Convertible Preferred Stock (“Series C Preferred”). The original issue price of the Series C Preferred is $2.00 per share. There were 770,000 and 0 Series C Preferred shares issued and outstanding as of June 30, 2015 and December 31, 2014, respectively. During the three months ended June 30, 2015 the Company issued 770,000 shares of the Series C Preferred and no shares of Series C Preferred were converted into common stock. Series D Convertible Preferred Stock: As of June 30, 2015, we had 1,050,000 shares of preferred stock designated as Series D Convertible Preferred Stock (“Series D Preferred”). The original issue price of the Series D Preferred is $2.00 per share. There were 1,050,000 and 0 shares of the Series D Preferred issued and outstanding as of June 30, 2015 and December 31, 2014, respectively. During the three months ended June 30, 2015 the Company issued 1,050,000 shares of the Series D Preferred and no shares of Series D Preferred were converted into common stock. Series E Convertible Preferred Stock: As of June 30, 2015, we had 531,666 shares of preferred stock designated as Series E Convertible Preferred Stock (“Series E Preferred”). The original issue price of the Series E Preferred is $1.00 per share. There were 531,666 and 0 shares of the Series E Preferred issued and outstanding as of June 30, 2015 and December 31, 2014, respectively. During the three months ended June 30, 2015 the Company issued 531,666 shares of the Series E Preferred and no shares of Series E Preferred were converted into common stock. Common Stock The Company has authorized 100,000,000 shares of $0.0004 par value common stock. During the three months ended June 30, 2015: (1) We issued 133,333 shares of common stock for $80,000 in cash. (2) We issued 204,188 shares of common stock pursuant to the cashless conversion of 75 shares of Series B Preferred; (3) We issued 1,256,453 shares of common stock pursuant to the conversion of convertible notes; (4) We issued 770,000 shares of the Series C Preferred for for which we received $700,000 in cash and recorded a stock subscription receivable for the remaining $700,000; (5) We issued 1,050,000 shares of the Series D Preferred for $2,000,000 in cash held in escrow, to be released upon our uplisting to a national exchange; (6) We recorded $58,611 for the computed fair value of options issued to employees, non-employee directors, and consultants, net of cancellations and forfeitures; and (7) We recorded $400,196 in connection with beneficial conversion features. As of June 30, 2015 we had approximately 31,244,000 shares of common stock issued and outstanding. |