Preferred Stock | 7. Preferred Stock Our Articles of Incorporation, which were amended effective July 22, 2016, authorize us to issue up to 450,000,000 shares of preferred stock, $0.001 par value. Of the 450,000,000 authorized shares of preferred stock, the total number of shares of Class A Preferred Shares the Corporation shall have the authority to issue is Two Hundred Forty Nine Million, Nine Hundred Ninety Nine Thousand (249,999,000), with a stated par value of $0.001 per share, and the total number of shares of Class B Preferred Shares the Corporation shall have the authority to issue is Two Hundred Million (200,000,000), with a stated par value of $0.001 per share, and the total number of newly authorized Class C Preferred Shares the Corporation shall have the authority to issue is One Thousand (1,000). Our Board of Directors is authorized, without further action by the shareholders, to issue shares of preferred stock and to fix the designations, number, rights, preferences, privileges and restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences and sinking fund terms. We believe that the Board of Directors' power to set the terms of, and our ability to issue, preferred stock will provide flexibility in connection with possible financing or acquisition transactions in the future. The issuance of preferred stock, however, could adversely affect the voting power of holders of common stock and decrease the amount of any liquidation distribution to such holders. The presence of outstanding preferred stock could also have the effect of delaying, deterring or preventing a change in control of our company. As of March 31, 2017, we had 7,500,000 shares of our Class A Preferred Stock issued and outstanding. The 7,500,000 issued and outstanding shares of Class A Preferred Stock are convertible into shares of common stock at a rate of 20 common shares for each one Class A Preferred Share. The 162,028,779 issued and outstanding shares of Class B Preferred Stock are convertible into shares of common stock at a rate of 200 common shares for each one Class B Preferred Share. The 1,000 issued and outstanding shares of Class C Preferred Stock are are not convertible . They are Voting preferred shares If all of our Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Stock was converted into shares of common stock, the number of issued and outstanding shares of our common stock will increase by 32,555,755,800 shares. On August 16, 2016 the Company issued 130,300,000 share of series B preferred stock. 86,650,000 shares were issued for the purchase of Good Gaming software, 1,150,000 shares were issued in exchange for 179,450,000 shares of commons stock and 42,500,000 shares were issued for stock subscriptions receivable. Share Sales – Series B Preferred Stock On or around February 18, 2016, as part of the closing of the Good Gaming asset sale by CMG Holdings Group to HDS International Corp., CMG Holdings was due an additional 85,600,000 Series B Preferred Shares on top of the 14,400,000 Series B Preferred Shares already issued to CMG Holdings as part of the strategic transaction with HDS International Corp. On or around February 18, 2016, our CEO Vikram Grover was issued 859,073 Series B Preferred shares in lieu of compensation due for services rendered to SirenGPS in 2015. On or around February 23, 2016, Andrew Albrecht was issued 2,000,000 Series B Preferred shares as consideration for an investment in the Company. On or around February 26, 2016, William Schultz funded monies to the Company and had a subscription receivable for 2,500,000 Series B Preferred shares as consideration for an investment in the Company. On or around February 26, 2016, Paul Rauner was issued 800,000 Series B Preferred shares as consideration for the strategic change of control transaction with CMG Holdings Group, Inc. On or around February 26, 2016, Galina Berkovich was issued 800,000 Series B Preferred shares as consideration for the strategic change of control transaction with CMG Holdings Group, Inc. On or around February 26, 2016, Bernard Mangold was issued 400,000 Series B Preferred shares as consideration for the strategic change of control transaction with CMG Holdings Group, Inc. On or around March 7, 2016, Silver Lining Management, an entity controlled by David Dorwart, our Director, funded monies to the Company and had a subscription receivable for 5,000,000 Series B Preferred shares as consideration for an investment in the Company. On or around March 15, 2016, Brett Nesland was issued 1,000,000 Series B Preferred shares as consideration for an investment in the Company. On or around April 22, 2016, William Crusoe was issued 1,000,000 Series B Preferred shares as consideration for an investment in the Company. The investor has since agreed to lockup his shares for a period of one year. On or around April 22, 2016, Francesca Dorwart was issued 1,000,000 Series B Preferred shares as consideration for an investment in the Company. On August 16, 2016 all of the above shares were issued as noted above, 42,500,000 shares. The vast majority of the Series B Preferred stock investors have agreed to lock-up their investments for a period of one year as of May 2016. As of March 31, 2017, we had 162,028,779 shares of Class B Preferred Stock issued and outstanding. On August 31, 2016 the Company issued 1,000 shares of preferred C stock to CMG Holdings Group, Inc. as a result of the purchase of Good Gaming software. As of March 31, 2017, we had 1,000 shares of Class C Preferred Stock issued and outstanding held by Barbara Laken, who sits on our Board of Directors. |