CAPITAL STRUCTURE | NOTE 9– CAPITAL STRUCTURE The Company is authorized to issue 300,000,000 shares of class A common stock with a par value of $.0001 per share and 20,000,000 shares of class B stock with a par value of $.0001 per share. Each common stock share has one voting right and the right to dividends, if and when declared by the Board of Directors. Class A Common Stock At December 31, 2016, there were 231,118,372 shares of class A common stock issued and outstanding. During the year ended December 31, 2016, the Company issued 31,055,955 shares of restricted class A common stock to forty-two individuals through private placements for cash of $1,770,393 at average of $0.057 per share. During the year ended December 31, 2016, the Company issued 400,000 shares of restricted common stock for consulting services of $32,800 at average of $.082 per share. During the year ended December 31, 2016, the Company issued 106,000 shares of restricted common stock to a creditor for rent expense of $8,480 at average of $.08 per share. During the year ended December 31, 2016, the Company issued 664,285 shares of restricted common stock for conversion of $51,500 in advances by shareholder at average of $.0775 per share. During the year ended December 31, 2016, the Company issued 200,000 shares of restricted common stock in partial settlement of a note payable. During the year ended December 31, 2016, the Company issued 15,000,000 shares of class A stock in exchange for 15,000,000 class B shares. During the year ended December 31, 2015, the Company issued 10,915,101 shares of restricted class A common stock to eighteen individuals through private placements for cash of $1,082,593 at average of $0.099 per share. During the year ended December 31, 2015, the Company issued 3,035,110 shares of restricted common stock for consulting services of $399,837 at average of $.132 per share. During the year ended December 31, 2015, the Company issued 1,817,746 shares of restricted common stock for conversion of $314,517 in advances by shareholder at average of $.173 per share. During the year ended December 31, 2015, the Company issued 9,179,340 shares of class A stock in exchange for 611,956 class B shares on terms set by the Company's predecessor, Dynalyst Manufacturing Corporation. During the year ended December 31, 2015, the Company issued a total of 13,125,000 shares of restricted class A common stock to its former CEO, its President and Chief Financial Officer per their employment agreements. The shares were valued at an average of $0.15 per share based on market value. During the year ended December 31, 2015, the Company issued 250,000 shares of restricted class A common stock to its former CEO as set out in his separation agreement. The shares were valued at $0.138 per share based on market value. Class B Stock At December 31, 2016, there were 126,938 shares of class B stock issued and outstanding. Each class B share is convertible, at the option of the shareholder, into common stock on a one for one basis. During the year ended December 31, 2016, 15,000,000 the Company issued 15,000,000 shares of class A shares in exchange for 15,000,000 class B shares. During the year ended December 31, 2015, the Company issued 9,179,340 shares of class A stock in exchange for 611,956 class B shares on terms set by the Company's predecessor, Dynalyst Manufacturing Corporation. Stock options, warrants and other rights At December 31, 2016, the Company has not adopted any employee stock option plans. On October 1, 2015, the Company issued 4,000,000 warrants for legal work. The warrants are exercisable at $.20 per share for a period of five years from the date of issue. The Company valued the warrants as of December 31, 2015 at $386,549 using the Black-Scholes Model with expected dividend rate of 0%, expected volatility rate of 189%, expected conversion term of 4.75 years and risk free interest rate of 1.75%. |