XML 18 R10.htm IDEA: XBRL DOCUMENT v3.3.1.900
Capital Stock
12 Months Ended
Dec. 31, 2015
Accounting Policies [Abstract]  
CAPITAL STOCK

NOTE 4 – CAPITAL STOCK

 

At December 31, 2015 the Company was authorized to issue 1,500,000,000 shares of $0.0001 par value common stock. Per the Company’s filing on Form 8-K filed on January 26, 2016, the Board of Directors voted to increase the authorized shares of the Corporation from 1,500,000,000 common shares to 1,750,000,000 common shares (See Note 12 below).

 

Preferred Stock

 

The Company is authorized to sell or issue 50,000,000 shares of preferred stock.

 

Series A Preferred Stock

 

At December 31, 2015 the Company had seven shares of Series A preferred stock issued and outstanding. Each share of Series A preferred stock has the right to convert into 214,289 shares of the Company’s common stock.  As of December 31, 2015 and 2014, no shares of preferred stock had been converted into shares of the Company’s common stock.

 

Series B Preferred Stock

 

On February 10, 2014, the Board of Directors of the Company under the authority granted under Article V of the Articles of Incorporation, defined and created a new preferred series of shares from the 50,000,000 authorized preferred shares. Pursuant to Article V, the Board of Directors has the power to designate such shares and all powers and matters concerning such shares. Such share class shall be designated Preferred Class B. The preferred class was created for 60 Preferred Class B shares. Such shares each have a voting power equal to one percent of the outstanding shares issued (totaling 60%) at the time of any vote action as necessary for share votes under Florida law, with or without a shareholder meeting.  Such shares are non-convertible to common stock of the Company and are not considered as convertible under any accounting measure. Such shares shall only be held by the Board of Directors as a Corporate body, and shall not be placed into any individual name. Such shares were considered issued at the time of this resolution’s adoption, and do not require a stock certificate to exist, unless selected to do so by the Board for representational purposes only.  Such shares are considered for voting as a whole amount, and shall be voted for any matter by a majority vote of the Board of Directors. Such shares shall not be divisible among the Board members, and shall be voted as a whole either for or against such a vote upon the vote of the majority of the Board of Directors. In the event that there is any vote taken which results in a tie of a vote of the Board of Directors, the vote of the Chairman of the Board shall control the voting of such shares. Such shares are not transferable except in the case of a change of control of the Corporation when such shares shall continue to be held by the Board of Directors. Such shares have the authority to vote for all matters that require a share vote under Florida law and the Articles of Incorporation.

 

At December 31, 2015 the Company had 38,707,143 common shares issued and outstanding that were subject to anti-dilution protection guaranteeing the shareholders a minimum value ranging from $0.001 to $0.002 per share. The anti-dilution protection extends through the date upon which all registration restrictions expires, typically one year from the date the shares were issued, and is based upon the trading market value at the end of that period.  

 

Warrants and Options

  

During the year ended December 31, 2015 the Company issued warrants to purchase a total of 63,745,834 shares of its restricted common stock:

 

April 20, 2015 to November 20, 2015     10,000,000     $ 0.0050  
May 08, 2015 to May 8, 2016     1,562,500     $ 0.0050  
May 11, 2015 to November11, 2016     5,000,000     $ 0.0050  
June 8, 2015 to December 8, 2016     10,000,000     $ 0.0032  
June 16, 2015 to December 16, 2016     2,000,000     $ 0.0050  
June 29, 2015 to December 29, 2015     8,333,334     $ 0.0050  
July 8, 2015 to January 8, 2017     700,000     $ 0.0050  
July 14, 2015 to January 14, 2017     3,000,000     $ 0.0050  
August 1, 2015 to August 1, 2016     2,000,000     $ 0.0050  
August 19, 2015 to February 19, 2017     750,000     $ 0.0100  
September 18, 2015 to September 18, 2020     4,000,000     $ 0.0030  
December 03, 2015 to June 03, 2017     2,000,000     $ 0.0040  
December 03, 2015 to December 03, 2016     900,000     $ 0.0050  
December 24, 2015 to June 24, 2016     12,500,000     $ 0.0040  
December 29, 2015 to June 29, 2017     1,000,000     $ 0.0040  
                 
      63,745,834          

 

As of December 31, 2015, a convertible note holder had a warrant to purchase 4,000,000 shares of its common stock with an exercise price of $0.005 per share for a period of ten years beginning on November 20, 2012.