Common Stock | 5. Common Stock Share Transactions for the six months ended June 30, 2017: ● Preferred Stock Our Articles of Incorporation, which were amended effective April 11, 2017, authorize us to issue up to 2,250,000 shares of preferred stock, $0.001 par value. Of the 2,250,000 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 Million (2,000,000), with a stated par value of $0.001 per share, the total number of shares of Class B Preferred Shares the Corporation shall have the authority to issue is Two Hundred Forty Nine Thousand, Nine Hundred Ninety Nine (249,999), 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 (1), with One Million Eight Hundred Thousand (1,800,000) Preferred Shares Undesignated. 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 June 30, 2017, we had 7,500 shares of our Class A Preferred Stock issued and outstanding. The 7,500 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 162,029 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 one issued and outstanding share of Class C Preferred Stock is not convertible. If all of our Class A Preferred Stock and Class B Preferred Stock were converted into shares of common stock, the number of issued and outstanding shares of our common stock will increase by 32,555,800 shares. 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 is due an additional 85,600 Series B Preferred Shares. These shares due are currently in the form of a subscription payable by HDS International to CMG Holdings Group. On or around February 18, 2016, our former CEO Vikram Grover was issued 860 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 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 Series B Preferred shares as consideration for an investment in the Company. On or around February 26, 2016, Paul Rauner was issued 800 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 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 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, funded monies to the Company and had a subscription receivable for 5,000 Series B Preferred shares as consideration for an investment in the Company. On or around March 15, 2016, Brett Nesland was issued 1,000 Series B Preferred shares as consideration for an investment in the Company. On or around April 22, 2016, William Crusoe was issued 1,000 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 Series B Preferred shares as consideration for an investment in the Company. On August 16, 2016, the Company issued 130,300 share of series B preferred stock. 86,650 shares were issued for the purchase of Good Gaming software, 1,150 shares were issued in exchange for 179,450 shares of common stock and 42,500 shares were issued for stock subscriptions receivable. On August 16, 2016, all of the above shares were issued as noted above. On August 31, 2016, the Company issued 1 share of preferred C stock to CMG Holdings Group, Inc. as a result of the purchase of Good Gaming software. The vast majority of the Series B Preferred stock investors agreed to lock up their investments for a period of one year as of May 2016. On January 4, 2017, HOEL converted 70,000 shares of Common Stock of the Issuer into 500 shares of Class B Preferred Stock of the Issuer, pursuant to that certain Stock Conversion Agreement dated December 30, 2016. As of June 30, 2017, we had 162,029 shares of Class B Preferred Stock issued and outstanding. As of June 30, 2017, we had 1 share of Class C Preferred Stock issued and outstanding. |