Equity | 8. Equity Common Stock The Company has authorized 249,000,000 shares of Common stock, par value $0.00001, of which 246,724 and 101,889 shares were issued and outstanding as of September 30, 2016. In September 2016, the Company issued 200,000 shares of common stock for cash to two investors. The transactions were valued at $0.025 per share, totaling $5,000. Preferred Stock, Series A The Company has authorized 500,000 shares of Preferred, Series A stock, par value $0.0001, of which 50,935 and -0- shares were issued and outstanding as of September 30, 2016 and 2015, respectively. Each share of Series A Preferred Stock has voting rights equal to 5,000 common shares. There are no conversion features. On August 29, 2016, the sole director accepted an offer to convert $165,500 of the existing indebtedness due to Robert DeAngelis and to cancel 60,000 of his shares of common stock in exchange for the issuance of 50,935 shares of the Companys newly designated Series A Preferred Shares. Stock Compensation During the nine months ended September 30, 2016, the Company did not issue stock in the form of compensation. The Company issued 64,800 shares of common stock to the Chief Executive Officer in exchange for services during the nine months ended September 30, 2015. These shares were valued at the fair market value of the stock at the date of grant, resulting in the recognition of $1,290,000 in compensation expense. Conversions of debt During the nine months ended September 30, 2016, the Company did not issue shares in connection with its convertible notes. On September 10, 2016, the Company settled a convertible note payable carrying a principal balance of $9,175 and accrued interest of $4,346 for consideration of $3,000, resulting in a gain on settlement of $11,031. On March 11, 2016, the Company settled a convertible note payable carrying a principal balance of $19,397 and accrued interest of $7,795 for consideration of $2,000, resulting in a gain on settlement of $25,192. In the three month period ending March 31, 2015, the Company converted notes of $81,518 and accrued interest of $4,565 into 994,327,859 common shares, in accordance with terms of the agreements. The conversion price, per agreement, was discounted to the fair market trading value. The Company recorded the exchange at the fair market value of the shares converted, the excess of which was charged against the derivative liability. The fair market value of the stock was $180,551, of which $94,468 off set the established derivative liability. Other During the nine month periods ended September 30, 2016 and 2015, the Company recorded in-kind contributions for rent expense in the amount of $900 and $0, respectively. The Companys Board of Directors approved reverse stock splits of: 1 for 1,000 on September 10, 2014; 1 for 10 on January 21, 2015; and 1 for 100 on September 15, 2015, and a 1 for 10,000 reverse stock split of your outstanding common stock, effective July 15, 2016. All shares have been retroactively restated for this reverse stock split. There are no warrants or options currently outstanding. Amendment to the Articles of Incorporation On August 19, 2015, the Board of Directors recommended and the majority shareholder (holding 56% of the voting shares) voted in favor of increasing the authorized capital of the Company to One Billion Five Hundred Million (1,500,000,000) shares. Accordingly, the total authorized capital of the Company is comprised of One Billion Four Hundred Ninety Nine Million (1,499,000,000) shares of common stock, par value $0.00001 per share; 500,000 (five hundred thousand) shares of Preferred Stock, Series A, par value $0.0001 per share; and 500,000 (five hundred thousand) shares of Preferred Stock, Series B, par value $0.001 per share. On January 14, 2016, the Company filed Articles of Amendment with the Secretary of State of Florida decreasing the authorized capital of the Company from One Billion Five Hundred Million (1,500,000,000) Shares to One Million One Hundred Forty-Nine Thousand Nine Hundred (1,149,900) shares. This consisted of 500,000 shares of preferred stock, Series A, par value $0.0001per share; 500,000 shares of preferred stock, Series B, par value $0.001 per share, and 149,900 shares of Common Stock, par value $0.00001 per shares. This was done in anticipation of a 1 for 10,000 reverse stock split which became effective July 15, 2016. The financial statements for all periods presented have been retroactively adjusted to reflect this stock split. On July 20, 2016, the Board of Directors recommended and the majority shareholder (holding 61% of the voting shares) voted in favor of increasing the authorized capital of the Company from One Million One Hundred Forty-Nine Thousand Nine Hundred (1,149,900) Shares to Two Hundred Fifty Million (250,000,000) shares, to be effective July 20, 2016. No change was made to the number of preferred shares authorized. Accordingly, as of July 20, 2016, the total authorized capital of the Company will be comprised of Two Hundred Forty Nine Million (249,000,000) shares of common stock, par value $0.00001 per share; 500,000 (Five Hundred Thousand) shares of Preferred Stock, Series A, par value $0.0001 per share; and 500,000 (Five Hundred Thousand) shares of Preferred Stock, Series B, par value $0.001 per share. The financial statements for all periods presented have been retroactively adjusted to reflect this recapitalization. As of September 30, 2016, the total number of shares this corporation is authorized to issue is 250,000,000 (two hundred fifty million), allocated as follows among these classes and series of stock: Designation Par value Shares Common $0.00001 249,000,000 Preferred Stock Class, Series A $0.0001 500,000 Preferred Stock Class, Series B $0.001 500,000 No preferred shares have been issued. |