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 September 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 September 30, 2015 and December 31, 2014, respectively. During the three months ended September 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 September 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 750 and 1,145 Series B Preferred shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively. During the three months ended September 30, 2015 the Company did not issue any shares of the Series B Preferred and 150 shares of Series B Preferred were converted into 313,296 shares of our common stock. Series C Convertible Preferred Stock: As of September 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 September 30, 2015 and December 31, 2014, respectively. During the three months ended September 30, 2015 the Company issued no 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 September 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 September 30, 2015 and December 31, 2014, respectively. During the three months ended September 30, 2015 the Company issued no 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 September 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 September 30, 2015 and December 31, 2014, respectively. During the three months ended September 30, 2015 the Company issued no 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 September 30, 2015: (1) We issued 313,296 shares of common stock pursuant to the cashless conversion of 150 shares of Series B Preferred; (2) We issued 1,767,650 shares of common stock pursuant to the conversion of convertible notes; (3) We issued 90,000 shares of common stock for services; (4) We issued 93,474 shares of common stock for compensation; (5) We recorded $2,380 in expenses in connection warrants issued for services; (6) We recorded $219,673 in connection with derivative revaluation; (7) We recorded $26,740 for the computed fair value of options issued to employees, non-employee directors, and consultants, net of cancellations and forfeitures; and (8) We recorded $434,983 in connection with beneficial conversion features. During the nine months ended September 30, 2015: 1. We issued 133,333 shares of common stock for $80,001 in cash; 2. We issued 91,500 shares of common stock pursuant to the cashless conversion of 75,000 shares of Series A Preferred; 3. We issued 835,833 shares of common stock pursuant to the cashless conversion of 395 shares of Series B Preferred; 4. We issued 770,000 shares of the Series C Preferred 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 issued 3,719,350 shares of common stock pursuant to the conversion of convertible notes; 7. We issued 178,000 shares of common stock for services; 8. We issued 93,474 shares of common stock for compensation; 9. We recorded $11,025 in expenses in connection warrants issued for services; 10. We recorded $342,257 in connection with derivative revaluation; 11. We recorded $132,651 for the computed fair value of options issued to employees, non-employee directors, and consultants, net of cancellations and forfeitures; and 12. We recorded $1,315,271 in connection with beneficial conversion features. During the three months ended September 30, 2014: (1) We issued 26,580 shares of common stock for $19,000 in cash; and (2) We issued 360,781 shares of common stock pursuant to cashless conversions of convertible notes payable and accrued interest, valued at $150,858. During the nine months ended September 30, 2014: (1) We issued 41,580 shares of common stock for $29,700 in cash; (2) We issued 444,072 shares of common stock pursuant to cashless conversions of convertible notes payable and accrued interest, valued at $188,358; and (3) We issued 122,000 shares of common stock pursuant to the cashless conversion of 100,000 shares of Series A Preferred. As of September 30, 2015 we had approximately 33,488,420 shares of common stock issued and outstanding. |