8. Common Stock and Preferred Stock | 8. Common Stock and Preferred Stock a) Issuance of Common Stock: For the Year Ended March 31, 2017 • On August 1, 2016, the Company issued 120,000 shares of common stock at $0.06 per share totaling $7,200 as bonus shares to the former CFO of the Company, recorded with general and administrative – related party expenses. For the Year Ended March 31, 2018 • On July 11, 2017, the Company completed a consolidation of the issued and outstanding common shares on a one for one hundred (1/100) basis, and amended the Company’s Articles of Incorporation to decrease the number of authorized shares of common stock from 525,000,000 shares with a par value $0.001 per share to 250,000,000 shares with a par value of $0.001 per share. All share and per share amounts have been retroactively restated to reflect the share consolidation. b) Authorization and Issuance of Series A Preferred Shares • The Company is authorized to issue 250,000,000 shares of preferred stock with a par value of $0.001 per share and has designated 10,000,000 of the preferred stock as Series A Preferred Shares (“Series A Preferred Shares”). The Series A Preferred Shares have the same rights and privileges as the common stock, with the exception that the Series A Preferred Share holder has 10 votes per Series A Preferred Share versus one vote per share of common stock and does not have the right to sell the shares for a period of two years from the date of issue. • Effective April 7, 2017, the Company amended its Articles of Incorporation to decrease the number of authorized preferred shares from 250,000,000 shares with a par value $0.001 per share to 75,000,000 with a par value $0.001 per share. There were no changes in the number of designated or outstanding Series A Preferred Shares or Series B Preferred Shares. c) Authorization and Issuance of Series B Preferred Shares: • During the year ended March 31, 2017, the Company designated 25,000,000 shares of the authorized preferred stock as Series B Preferred Shares (“Series B Preferred Shares”). The Series B Preferred Shares have the same rights and privileges as the common stock, with the exception that the Series B Preferred Shares have an anti-dilution provision and the Series B Preferred Share holder does not have the right to convert Series B Preferred Shares into shares of common stock for a period of two years from the date of issue. For the Year Ended March 31, 2017 • On June 2, 2016, the Company converted 4,081,481 shares of common stock held by a company controlled by the CEO into 4,081,481 Series B Preferred Shares, 300,000 shares of common stock held by the Company’s Chairman and Director into 300,000 Series B Preferred Shares, and 1,039,167 shares of common stock held by the Company’s Director into 1,039,167 Series B Preferred Shares. • On July 15, 2016, the Company issued 200,000 Series B Preferred Shares with a fair value of $0.15 per share to settle $30,000 in services payable. • On July 15, 2016, the Company issued 1,300,000 Series B Preferred Shares with a fair value of $0.15 per share to a company controlled by a Chairman of the Company to settle $24,000 in services payable. The excess fair value of $171,000 is recorded within additional paid-in capital. • On July 15, 2016, the Company issued 4,650,000 Series B Preferred Shares with a fair value of $0.15 per share to a company controlled by the Company’s CEO to settle $46,500 in an outstanding promissory note, which included a principal of $50,000 less prepaid interest of $3,500. The excess fair value of $651,000 is recorded within additional paid-in capital. • On December 1, 2016, the Company issued 275,000 Series B Preferred Shares with a fair value of $0.25 per share to a consultant of the Company to settle $27,500 in amounts owing for services provided, resulting in a loss on settlement of debt of $141,250. • On January 12, 2017, the Company issued 500,000 Series B Preferred Shares with a fair value of $0.25 per share to acquire a license from CPT Secure, Inc. (Note 3). • On January 20, 2017, the Company issued 600,000 Series B Preferred Shares pursuant to the modification and immediate conversion of $300,000 of convertible debentures. • On February 23, 2017, the Company issued 25,000 Series B Preferred Shares with a fair value of $0.50 per share as incentive shares upon signing of an advisory services agreement, recorded within consulting fees. • On March 13, 2017, the Company issued 50,000 Series B Preferred Shares with a fair value of $1.00 per share to a vendor pursuant to the settlement of $12,500 in accounts payable, resulting in a loss on settlement of debt of $25,000. • On March 14, 2017, the Company issued 25,000 Series B Preferred Shares with a fair value of $1.00 per share as incentive shares upon signing of an advisory services agreement, recorded within consulting fees. • On March 16, 2017, pursuant to an agreement signed on March 9, 2017, the Company issued 500,000 Series B Preferred Shares at $1.00 for gross proceeds of $500,000. • On March 30, 2017, the Company issued 127,760 Series B Preferred Shares with a fair value of $1.00 per share to a vendor pursuant to the settlement of $31,940 in accounts payable, resulting in a loss on settlement of debt of $95,820. • On March 31, 2017, the Company issued 15,000 Series B Preferred Shares with a fair value of $1.00 per share to a vendor pursuant to the settlement of $32,190 in accounts payable, resulting in a gain on settlement of debt of $17,190. For the Year Ended March 31, 2018 • On April 21, 2017, the Company issued 160,000 Series B Preferred Shares pursuant to the conversion of $40,000 in convertible debentures at a conversion price of $0.25 per share (Note 6 (1) • On April 27, 2017, the Company issued 19,568 Series B Preferred Shares with a fair value of $1.00 per share to a consultant of the Company to settle $4,892 in amounts owing for services provided, resulting in a loss on settlement of debt of $14,676. • On May 29, 2017, the Company issued 15,000 Series B Preferred Shares with a fair value of $1.00 per share to a vendor pursuant to the settlement of $15,000 in accounts payable. • On August 3, 2017, the Company issued 400,000 Series B Preferred Shares pursuant to the conversion of $200,000 in convertible debentures at a conversion price of $0.50 per share (Note 6 (2) (3) |