STOCKHOLDERS' EQUITY | NOTE 8: STOCKHOLDERS' DEFICIT Preferred Stock Series A Convertible Preferred Stock Issued to Related Party The company is authorized 1,000,000 shares of preferred stock, par value of $0.10 per share. The 100 shares of Series A Convertible Preferred Stock Issued to Related Party (“Series A Convertible Preferred Stock”) were issued on June 3, 2002 as payment for $500,000 in promissory notes, are convertible into the number of shares of common stock sufficient to represent forty percent (40%) of the fully diluted shares outstanding after their issuance The holder of these shares of Series A Convertible Preferred Stock is our President, Kent Rodriguez. The Series A Convertible Preferred Stock pays an eight percent (8%) dividend. The dividends are cumulative and payable quarterly. The Series A Convertible Preferred Stock carries liquidating preference, over all other classes of stock, equal to the amount paid for the stock plus any unpaid dividends. The Series A Convertible Preferred Stock provides for voting rights on an "as converted to common stock" basis. During the years ended March 31, 2017 and 2016, the Company incurred $40,000 in series A convertible preferred stock dividends, respectively. The holders of the Series A Convertible Preferred Stock have the right to convert each share of preferred stock into a sufficient number of shares of common stock to equal 40% of the then fully-diluted shares outstanding. Fully diluted shares outstanding is computed as the sum of the number of shares of common stock outstanding plus the number of shares of common stock issuable upon exercise, conversion or exchange of outstanding options, and warrants. In the event that the Company does not have an adequate number of shares of Common Stock authorized, upon a conversion request, only the maximum allowable number of shares of Series A convertible preferred stock shall convert into Common Stock and the remaining shares of Series A convertible preferred Stock shall convert upon lapse of the applicable restrictions. On January 12, 2018, our Board of Directors agreed to amend Designation of the Series A Convertible Preferred Stock be amended by changing the ratio for conversion, in Article IV, subparagraph (a), from .4% to .51% so that upon conversion the number of shares of common stock to be exchanged shall equal 51% of then issued and outstanding common stock. As of December 31, 2017, the Company has 100 shares of Series A convertible preferred stock issued and outstanding. During the three months ended December 31, 2017 and 2016, the Company incurred $10,000 and $10,000 in Series A Convertible Preferred Stock dividends, paid $0 and $0 for the three months ended December 31, 2017 and 2016. During the nine months ended December 31, 2017 and 2016, the Company incurred $30,000 and $30,000 in Series A Convertible Preferred Stock dividends, and paid $0 and $1,000 for the nine months ended December 31, 2017 and 2016. As of December 31, 2017 and March 31, 2017, the accrued balance due Mr. Rodriguez was $106,450 and $76,450 respectively. The liquidation preference of Series A Convertible Preferred Stock as of December 31, 2017 and March 31, 2017 was $606,450 and $576,450 or $6,064.50 and $5,764.50 per share. Dividends payable for Series A convertible preferred stock at December 31, 2017 and March 31, 2017 were $106,450 and $76,450, respectively. Series B Preferred Stock In March, 2013, our Board of Directors authorized the issuance of 2,000 shares of Series B Preferred Stock, (the "Series B Preferred Stock"). The face amount of share of the Series B Preferred Stock is $1,000. As of December 31, 2017 and March 31, 2017, the Company has 1,983 and 1,983 shares of Series B preferred stock respectively issued and outstanding. The Series B Preferred Stock accrues dividends at the rate of 9% per annum on the original purchase price for the shares. These dividends are payable annually, beginning in January 2014. We are prohibited from paying any dividends on our Common Stock until all accrued dividends are paid on our Series B Preferred Stock. The Series B Preferred Stock ranks junior to the Series A Convertible Preferred Stock owned by our President and Chief Executive Officer, as to Dividends and to a distribution of assets in the event of a liquidation of assets. The Holders of Series B Preferred Stock do not have any voting rights and their consent is not required to take any sort of corporate action. During the nine month periods ended December 31, 2017 and December 31, 2016, the Company did not issue any Series B Preferred Stock. During the three month periods ended December 31, 2017 and 2016, the Company incurred $44,622 and $44,622 in dividends on Series B preferred stock. The Company did not pay any dividends for the three or nine months period ended December 31, 2017 and December 31, 2016. During the nine month periods ended December 31, 2017 and 2016, the Company incurred $133,866 and $133,866 in dividends on Series B preferred stock. Dividends payable for Series B Preferred Stock at December 31, 2017 and March 31, 2017 were $477,392 and $343,526 respectively. The liquidation preference of Series B Preferred Stock as of December 31, 2017 and March 31, 2017 was $2,460,392 and $2,326,526 or $1,240,74 and $1,173.24 per share, respectively. Total dividends payable from both Series A and Series B preferred shares at December 31, 2017 and March 31, 2017 were $583,842 and $419,976 respectively. AFS Holdings, Inc. Series A Preferred Stock On October 5, 2015, the Articles of Incorporation of AFS were amended to authorize the issuance of 5,000,000 shares of Preferred Stock, par value $0.001, of which 1,000 shares are designated as Series A Preferred Stock. As of December 31, 2017 and March 31, 2017, the Company has 200 shares of Series A preferred stock respectively, issued and outstanding. AFS Series A Preferred Stock accrues dividends at the rate of 12% per annum on the original purchase price for the shares. These dividends are payable annually in cash or the AFS Common Stock at the discretion of the Board of Directors, beginning in March 2016. AFS is prohibited from paying any dividends on AFS Common Stock until all accrued dividends are paid on our Series A preferred Stock. Upon liquidation, the Series A Preferred Stock shareholders shall be entitled to the stated value of each shares held, in addition to accrued and unpaid dividends, as long as AFS possesses the funds necessary to make payments. AFS may, at any time, redeem the shares of Series A Preferred Stock without the prior written consent of the Series A Preferred Stock shareholders. The Series A Preferred Stock ranks senior to AFS Common Stock in a distribution of assets in the event of a liquidation of assets. During the three months ended December 31, 2017, the Company did not issue any Series A Preferred Stock. During the three months ended December 31, 2016, AFS issued issued 50 shares of its Series A Preferred Stock for consulting services and 100 shares for $100,000 in cash to an unaffiliated third parties. During the three month periods ended December 31, 2017 and 2016, the Company incurred $6,000 and $2,037 in dividends on Series A preferred stock. The Company did not pay any dividends for the three or nine months periods ended December 31, 2017 and December 31, 2016. During the nine month periods ended December 31, 2017 and 2016, the Company incurred $18,000 and $5,037 in dividends on Series A preferred stock. Dividends payable for Series A Preferred Stock at December 31, 2017 and March 31, 2017 were $32,037 and $14,037 respectively. The liquidation preference of Series A Preferred Stock as of December 31, 2017 and March 31, 2017 was $232,037 and $214,037 or $1,160.19 and $1,070.19 per share, respectively. Common Stock We did not issue any common stock for the three and nine month periods ended December 31, 2017 and December 31, 2016. Our subsidiary AFS, Inc., issued 825,000 Shares of common stock to 100,000 to our President, 25,000 shares to each of our directors, 50,000 shares to a holder of our Series A Preferred Stock for consulting services rendered, 100,000 shares for consulting services rendered and 500,000 shares to a consultant for services rendered., during the three month period ending December 31, 2016. Warrants There are no warrants outstanding as of December 31, 2017 and March 31, 2017. |