| SHAREHOLDERS EQUITY [Text Block] | NOTE 6 - SHAREHOLDERS’ EQUITY
PREFERRED STOCK
The authorized stock of the Company consists of
50,000,000
preferred shares with a par value of $0.001.
During 2016, four officers and directors of the Company exchanged
27,347,563
common shares for
27,347,563
Series B preferred shares. During the first quarter of 2017, one officer and one director exchanged
7,568,537
common shares for
7,568,537
Series A preferred shares. During the second quarter of 2017, one officer converted
818,537
of preferred stock Series A back to same number of common stock. During the third quarter of 2017, one related party exchanged
550,000
common shares for
550,000
shares of preferred stock Series A.
As of September 30, 2017,
7,300,000
shares of the Company’s preferred stock Series A were issued and outstanding. As of December 31, 2016, zero shares of the Company’s preferred stock Series A were issued and outstanding.
As of September 30, 2017, and December 31, 2016,
27,347,563
shares of the Company’s preferred stock Series B were issued and outstanding.
On December 20, 2016, shareholders of the company approved an amendment to the Bylaws for the creation of preferred stock. The preferred class of stock will consist of two (2) series, Series A, and Series B. All affiliates of the company who purchased stock during the formation of the company and who purchased stock for financing activities at prices below market will move their common shares into the Series B preferred stock, effective immediately. The Series B votes 1:1; is subject to all splits the same as common; converts back to common 1:1; and cannot be converted back to common for resale in the open market until a
30
day VWAP (volume weighted average price) of $.45
cents has been met in the Company’s public trading market. All future sales of company securities by affiliates will adhere to rules and regulations of the Commission.
Affiliates who purchased stock at offering prices that were current at the time of purchase, and affiliates who make open market purchases and are directly responsible for a merger/acquisition that brings retained earnings to the company, can convert these common shares 1:1 into Series A preferred stock. Series A votes 1:1; converts back to common 1:1; is not subject to splits in order to facilitate mergers, acquisitions, or meeting the requirements of a listed exchange; and cannot be converted back to common for resale in the open market until a
30
day VWAP of $3.50
per share has been met in the Company’s public trading market. All future sales of company securities by affiliates will adhere to rules and regulations of the Commission.
COMMON STOCK
The authorized stock of the Company consists of
150,000,000
common shares with a par value of $0.001.
As of September 30, 2017
61,500,000
shares of the Company’s common stock were issued and outstanding. As of December 31, 2016,
69,318,537
shares of the Company’s common stock were issued and outstanding.
In July 2016, the Company entered into an agreement for the issuance of
1,000,000
common shares for consulting services. The shares are to be transferred in four quarterly installments of two hundred fifty thousand shares on or before the fifth day of the following months: August 2016, October 2016, January 2017, and April 2017. On August 5, 2016, the Company issued
250,000
shares under this award. On October 5, 2016, the Company issued another
250,000
shares under this award. Since inception through December 31, 2016, $17,530
was expensed under this award.
On January 18, 2017 the company extinguished the remainder of the Consulting Agreement with Asher Oil & Gas Exploration in Natchez, Mississippi; and Lane Murray, of Jackson, Mississippi. The Company issued a one-time payment to the consultants of $40,000, which included the cancellation of any additional stock issuance, and the return of the
500,000
shares of Galenfeha common stock previously issued in Quarters
3
and
4
of 2016. The terms of this agreement previously included a $50,000
non-refundable retainer, as well as
1,000,000
shares of Galenfeha, Inc. (GLFH) common stock, to be issued in four quarterly installments. As of December 31, 2016, the consultants had received the retainer and a total of
500,000
shares of Galenfeha, Inc. common stock, per the agreement. The
500,000
shares of Galenfeha, Inc. common stock have been returned and cancelled; and no further stock will be issued pursuant to this agreement. Due to the forfeiture of the unvested shares, total $12,750
expense was reversed during the three months ended March 31, 2017. The consultants will keep their initial $50,000
non-refundable retainer.
On January 20, 2017 an offer was extended to Mr. Ron Barranco for the position of Chief Technology Officer. Mr. Barranco accepted this position on January 20, 2017. Mr. Barranco converted
2,000,000
shares of common stock to preferred stock Series A on January 20, 2017 and
818,537
shares of common stock to preferred stock Series A on February 21, 2017. On April 18, 2017 the Company received notice that Mr. Barranco was declining our employment offer and resigning as Chief Technology Officer. Management agreed to Mr. Barranco’s resignation terms on May 1, 2017 and pursuant to such Mr. Barranco returned
818,537
shares of preferred stock Series A back to common stock.
On July 20, 2017; the Company bought back
18,537
shares of common stock through a brokerage account for a total price of $677
and cancelled the
18,537
shares of common in August 2017. |
