Note 14 - Stockholders' Equity (deficit) | NOTE 14—STOCKHOLDERS’ EQUITY (DEFICIT) Preferred Stock On July 29, 2016, we filed an Amendment to the Articles of Incorporation Designating Rights, Privileges, and Preferences of Series A Preferred Stock with the Nevada Secretary of State to designate 1,515,000 shares of Series A Preferred Stock. On September 18, 2017, we filed a Certificate of Amendment to Certificate of Designation after Issuance of Class or Series for our Series A Preferred Stock to increase the number of shares of Series A Preferred Stock to 2,500,000 and revise the rights, privileges, and preferences of the Series A Preferred Stock. Shares of Series A Preferred Stock may be converted at the holder’s election into shares of common stock, at the conversion rate of four shares of fully paid and nonassessable common stock for one share of Series A Preferred Stock. Each share is entitled to 100 votes, voting with the common stock as a single class. On September 18, 2017, we filed a Certificate of Designation to designate 2,000,000 shares of Series B Preferred Stock and provide for the rights, privileges, and preferences of the Series B Preferred Stock. Shares of Series B Preferred Stock may be converted at the holder’s election into shares of common stock, at the conversion rate of one share of fully paid and nonassessable common stock for one share of Series B Preferred Stock. Each share is entitled to 1,000 votes, voting with the common stock as a single class. Both the Series A Preferred Stock and Series B Preferred Stock rank equal to our common stock respecting the payment of dividends and distribution of assets upon liquidation, dissolution, or winding up. On September 20, 2017, we issued 500,000 shares of Series A Preferred Stock to each of our directors, for a total of 2,500,000 shares of Series A Preferred, in consideration of their future service on our board. The shares were valued using $0.0012, the closing stock price on the date of grant, based on the conversion rights of one preferred share for four common shares, for total noncash expense of $12,000. On September 20, 2017, we issued 2,000,000 shares of Series B Preferred Stock to Beta Killers LLC, as consideration for and in exchange of its agreement to waive our prior defaults, forgiveness of $42,000 of accounts payable, release us from our obligations under the asset purchase agreement and related agreements, and enter into an additional statement of work. Due to the voting rights of the issued preferred stock, the company experienced an increase in control for its current controlling shareholders. We calculated the incremental fair value of the additional percentage of control obtained in excess of that already held by the parties who received the preferred stock for a noncash expense of $1,155,793. Common Stock On December 7, 2017, we filed an Amendment to the Articles of Incorporation increasing our authorized common stock to 12,000,000,000 (12bil) shares. On February 2, 2017, we sold 36,000,000 shares of common stock to Kodiak Capital Group LLC for total cash proceeds of $148,680. On June 15, 2017, we sold 21,000,000 shares of common stock to Kodiak Capital Group LLC for total cash proceeds of $22,000. During the year ended December 31, 2017, we issued 1,787,500 shares of common stock for services to Patrick Burke, our former chief executive officer. The shares were valued at the closing stock price on the date of grant, for a total noncash expense of $3,606. The following table reflects the amounts of principal, interest, and fees converted, and the corresponding number of shares issued, in connection with outstanding convertible promissory notes during the year ended December 31, 2017: Date Note Holder Shares Issued Amount 01/03/2017 EMA Financial LLC 17,400,000 $ 17,400.00 01/04/2017 EMA Financial LLC 19,200,000 19,200.00 01/05/2017 Adar Bays LLC 18,637,742 14,444.25 01/05/2017 Black Forest Capital LLC 10,000,000 7,750.00 01/06/2017 EMA Financial LLC 21,704,000 21,704.00 01/11/2017 Black Forest Capital LLC 15,000,000 11,625.00 01/13/2017 Black Forest Capital LLC 20,000,000 15,500.00 01/13/2017 EMA Financial LLC 24,556,110 24,556.11 01/13/2017 Microcap Equity Group LLC 22,851,306 17,138.48 01/17/2017 Black Forest Capital LLC 22,000,000 17,050.00 01/17/2017 Microcap Equity Group LLC 13,148,693 9861.52 01/17/2017 Tangiers Investment Group LLC 21,569,061 15,044.42 01/18/2017 Black Forest Capital LLC 22,500,000 17,437.50 01/18/2017 Kodiak Capital Group LLC 52,000,000 20,800.00 01/19/2017 Black Forest Capital LLC 11,939,846 9,253.38 01/19/2017 Kodiak Capital Group LLC 65,000,000 26,000.00 01/20/2017 Auctus Fund LLC 32,760,000 20,311.20 01/20/2017 Colonial Stock Transfer 13,289,051 8,970.11 01/24/2017 Kodiak Capital Group LLC 77,000,000 30,800.00 01/30/2017 Auctus Fund LLC 42,700,000 17,080.00 02/13/2017 Kodiak Capital Group LLC 24,716,275 9,886.51 02/13/2017 Kodiak Capital Group LLC 48,000,000 19,200.00 02/15/2017 Auctus Fund LLC 45,207,264 30,741.00 04/25/2017 Microcap Equity Group LLC 5,410,489 7,845.21 05/04/2017 Black Forest Capital LLC 10,344,828 15,000.00 05/10/2017 Black Forest Capital LLC 16,666,667 12,500.00 06/14/2017 Black Forest Capital LLC 20,833,334 12,500.00 06/20/2017 Black Forest Capital LLC 25,000,000 15,000.00 06/12/2017 Microcap Equity Group LLC 20,992,286 12,595.72 06/19/2017 Adar Bays LLC 8,333,333 5,000.00 06/21/2017 Adar Bays LLC 58,000,000 34,800.00 07/11/2017 Adar Bays LLC 30,965,477 20,127.56 07/17/2017 Adar Bays LLC 63,076,923 41,000.00 07/24/2017 Black Forest Capital LLC 44,690,831 29,049.04 08/03/2017 Adar Bays LLC 26,606,154 17,294.00 08/18/2017 Black Forest Capital LLC 42,857,143 30,000.00 08/21/2017 Adar Bays LLC 22,142,857 15,500.00 08/28/2017 Adar Bays LLC 27,272,727 15,000.00 08/28/2017 Black Forest Capital LLC 52,500,000 28,875.00 09/11/2017 Adar Bays LLC 25,454,545 14,000.00 09/11/2017 Black Forest Capital LLC 36,363,637 20,000.00 09/14/2017 Adar Bays LLC 26,503,740 13,251.87 09/19/2017 Black Forest Capital LLC 50,000,000 25,000.00 09/29/2017 Black Forest Capital LLC 70,000,000 24,500.00 10/11/2017 Black Forest Capital LLC 67,851,689 23,748.07 10/30/2017 Black Forest Capital LLC 54,061,823 13,515.46 1,467,107,831 |