CAPITAL STOCK TRANSACTIONS | Preferred Stock The Company is authorized to issue up to 5,000,000 shares of its $0.001 preferred stock. In June 2015, the Company designated 20,000 of the authorized preferred stock as convertible preferred stock with the following characteristics: i. Each share of Preferred Stock would be convertible into 1,000,000 shares of Common Stock at the Preferred Stock holders option, subject to restrictions regarding timing, volume and common share availability. ii. In shareholder votes, each share of Preferred Stock would have voting power equal to 1,000,000 shares of Common Stock. During the year ended October 31, 2015, 759,817,144 shares of common stock were retired and converted to 767 shares of convertible preferred stock. In addition, the Company issued 1,203 shares of convertible preferred stock to its employee and consultants for services rendered. These shares were value at $645,000 based on closing price of the underlying common stock if converted. In June 2015, the company entered into various purchase agreements with accredited investors for the sale of 220 shares of its convertible preferred stock at a price of $100 per share. Total cash proceeds from the sale of stock were $22,000 which was recorded as stock to be issued. During the year ended October 31, 2015, the company entered into various purchase agreements with an accredited investor for the sale of 478,000,000 shares of its common stock at a price ranged from $0.00035 to $0.0012 per share. Total cash proceeds from the sale of stock during the year ended October 31, 2015, was $510,000. As of October 31, 2015, the Company issued 228,000,000 shares of common stock and 250 shares of preferred stock in lieu of 250,000,000 shares of common stock. In connection with these stock purchase agreements, the Company issued 57,019,761 shares of common stock and 725 shares of preferred stock in lieu of finders fees, which represents stock offering costs. Finders fees are treated as a reduction in paid in capital per current accounting guidance. During the six months ended April 30, 2016, 692,943,784 shares of common stock were retired and converted to 694 shares of convertible preferred stock and 194 shares of preferred stock were converted to 194,000,000 shares of common stock In addition, the Company issued 324 shares of convertible preferred stock to its employee and consultants for services rendered. These shares were value at $752,800 based on closing price of the underlying common stock if converted. During the six months ended April 30, 2016, 8 shares of preferred stock were retired and cancelled. In February 2016, the Company issued 220 shares of preferred stock to an accredited investor in lieu of 220,000,000 shares of common stock sold in June 2015. In April 2016, the Company sold 60 shares of its preferred stock for $47,000. As of April 30, 2016, these shares had not been issued and were recorded as preferred stock to be issued. At April 30, 2016 and October 31, 2015, there were 3,981 and 2,945 shares issued and outstanding, respectively. Common Stock The Company is authorized to issue up to 4,500,000,000 shares of its $0.001 common stock. At April 30, 2016 and October 31, 2015, there were 3,487,402,694 and 3,829,346,478 shares issued and outstanding, respectively. Fiscal year 2015: During the year ended October 31, 2015, the Company issued 387,000,000 shares of common stock for legal and consulting services rendered. The shares were valued at $425,000 based on service invoice and the closing stock prices on the dates of the stock grants. During the year ended October 31, 2015, the company entered into various purchase agreements with an accredited investor for the sale of 478,000,000 shares of its common stock at a price ranged from $0.00035 to $0.0012 per share. Total cash proceeds from the sale of stock during the year ended October 31, 2015, was $510,000. As of October 31, 2015, the Company issued 228,000,000 shares of common stock and 250 shares of preferred stock in lieu of 250,000,000 shares of common stock. In connection with these stock purchase agreements, the Company issued 57,019,761 shares of common stock and 725 shares of preferred stock in lieu of finders fees, which represents stock offering costs. Finders fees are treated as a reduction in paid in capital per current accounting guidance. During the year ended October 31, 2015, the Company also issued 3,737,696,430 shares upon conversion of convertible notes amounted to $382,077. During the year ended October 31, 2015, 759,817,144 shares of common stock were retired and converted to 767 shares of convertible preferred stock. Fiscal year 2016: During the six months ended April 30, 2016, 692,943,784 shares of common stock were retired and converted to 694 shares of convertible preferred stock and 194 shares of preferred stock were converted to 194,000,000 shares of common stock. In addition, 201,000,000 shares owned by two shareholders were retired and cancelled. During the six months ended April 30, 2016, the Company issued 358,000,000 shares of common stock for consulting services rendered. The shares were valued at $871,200 based on the closing stock prices on the dates of the stock grants. Options and Warrants A summary of option activity during the six months ended April 30, 2016 and the year ended October 31, 2015 are presented below: April 30, 2016 October 31, 2015 Weighted Weighted Weighted Weighted average average average average Number of exercise life Number of exercise life shares price (years) shares price (years) Outstanding at beginning of year 140,666,667 $ 0.0146 9.27 52,666,667 $ 0.08 6.24 Granted 138,000,000 0.0146 10.00 Exercised Forfeited 50,000,000 0.08 6.24 Cancelled Expired Outstanding at end of period 140,666,667 $ 0.0146 8.77 140,666,667 $ 0.0146 9.27 Options exercisable at end of period 140,666,667 $ 0.0146 8.77 140,666,667 $ 0.0146 9.27 A summary of warrant activity during the six months ended April 30, 2016 and the year ended October 31, 2015 are presented below: April 30, 2016 October 31, 2015 Weighted Weighted Weighted Weighted average average average average exercise remaining exercise remaining Number price contractual Number price contractual Outstanding per share life (years) Outstanding per share life (years) Outstanding at beginning of year 4,000,000 $ 0.75 5.39 4,000,000 $ 0.75 6.39 Granted Exercised Forfeited Cancelled Expired Outstanding at end of period 4,000,000 $ 0.75 4.89 4,000,000 $ 0.75 5.39 Warrants exercisable at end of period $ $ In November 2014, the Company granted options to all board members to purchase a total of 138,000,000 shares at an exercise price of $0.0146 per share of its common stock for service rendered and to replace the old options. These options vests in 4 equal amounts on the grant date, 2/9/2015, 5/9/2015, and 8/9/2015 and are exercisable within 10 years from the dates of vesting. The total estimated value using the Black-Scholes Model, based on the following variables, was $2,760,000. Market Price: $0.020 Exercise Price: $0.015 Term: 10 years Volatility: 321% Dividend Yield: 0 Risk Free Interest Rate: 2.25% For the year ended October 31, 2015, $2,760,000 was fully amortized as stock based compensation. |