XML 46 R9.htm IDEA: XBRL DOCUMENT v3.8.0.1
CAPITAL STOCK
6 Months Ended
Dec. 31, 2017
CAPITAL STOCK [Text Block]

NOTE 3 – CAPITAL STOCK

Reverse Stock Splits

On January 19, 2015, the Company's board of directors consented to effect a reverse stock split of the Company’s issued and outstanding shares of common stock on a basis of 20 old shares of common stock for one 1 new share of common stock. The reverse stock split was reviewed and approved for filing by the FNRA effective February 25, 2015.

On July 13, 2015, the Company's board of directors consented to effect a reverse stock split of the Company’s issued and outstanding shares of common stock on a basis of 200 old shares of common stock for one 1 new share of common stock. The reverse stock split was reviewed and approved for filing by the FNRA effective September 30, 2015. The Company’s authorized capital will not be affected by the reverse stock split. The split is reflected retrospectively in the accompanying financial statements.

On November 20, 2017, our Board of Directors approved a reverse stock split of our issued and authorized shares of common and preferred stock on the basis of 200 old shares for one (1) new share. On December 20, 2017, FINRA effected the reverse stock split. As a result of the reverse stock split, our issued and outstanding share capital decreased from 4,433,023,053 shares of common stock and 70,000,000 shares of Class C Preferred Stock to 22,165,142 shares of common stock and 350,000 shares of Class C Preferred Stock, all with a par value of $0.001 (which remained unchanged). Our authorized capital proportionately decreased from 10,000,000,000 shares of common stock and 100,000,000 shares of preferred stock to 50,000,000 shares of common stock and 500,000 shares of preferred stock. No fractional shares were issued in connection with the reverse stock split.

Unless indicated otherwise, all share and per share information included in these financial statements give effect to the reverse split.

Authorized Stock

At inception, the Company authorized 100,000,000 common shares and 100,000,000 preferred shares, both with a par value of $0.001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

On April 8, 2009, the Company increased the number of authorized shares to 600,000,000 shares, of which 500,000,000 shares are designated as common stock par value $0.001 per share, and 100,000,000 shares are designated as preferred stock, par value $0.001 per share.

On October 25, 2012, the Company designated 20,000,000 series A convertible preferred stock with a par value of $0.001 per share and stated value of $100 per share. The designated preferred stock is convertible at the option of the holder, at any time beginning one year from the date such shares are issued, into common stock of the Company with a par value of $0.001. All shares of common stock of the Company, shall be of junior rank to all series A preferred stock in respect to the preferences as to distributions and payments upon the liquidation, dissolution and winding up of the Company. All other shares of preferred stock shall be of junior rank to all series A preferred shares in respect to the preferences as to distributions and payments upon the liquidation, dissolution and winding up of the Company.

On January 3, 2014, the Company designated 2,000,000 series B convertible preferred stock with a par value $0.001 per share, issuable only in consideration of the extinguishment of existing debt convertible in to the Company’s common stock with a par value of $0.001. The designated preferred stock shall be issued on the basis of 1 preferred stock for each $1 of convertible debt. The series B convertible preferred stock shall be subordinate to and rank junior to all indebtedness of the Company now or hereafter outstanding.

On October 17, 2014, the Company amended its Articles of Incorporation, which amendment was filed with the Nevada Secretary of State on October 17, 2014, to increase the authorized capital of its common shares from 500,000,000 common shares, par value $0.001 to 2,000,000,000 common shares, par value $0.001.

The Company's authorized capital consists of 2,000,000,000 common shares and 100,000,000 preferred shares, all with a par value of $0.001.

Effective June 22, 2015, the Company designated 50,000,000 of its 100,000,000 authorized shares of preferred stock as series A preferred stock. The series A preferred stock, par value $0.001, will rank senior to the Company’s common stock, carrying general voting rights with the common stock at the rate of 62 votes per share. The series A preferred stock will be deemed cancelled within 1 year of issuance and are not entitled to share in dividends or other distributions. So long as any shares of series A preferred stock are outstanding, the affirmative vote of not less than 75% of those outstanding shares of series A preferred stock will be required for any change to the Company’s Articles of Incorporation.

Effective September 9, 2015, the Company increased the authorized capital of its common shares from 2,000,000,000 common shares, par value $0.001 to 10,000,000,000 common shares, par value $0.001.

On August 22, 2017, the Board of Directors approved a Certificate of Designation authorizing the creation of 70,000,000 Class C Preferred Shares. The Class C Shares are convertible, redeemable and have certain enhanced voting rights. Each Class C Share is convertible into 2 shares of the Company’s common stock.

Effective December 20, 2017, in connection with the 200 -for- 1 reverse stock split, the Company decreased the authorized capital of its common shares from 10,000,000,000 common shares, par value $0.001 to 50,000,000 common shares, par value $0.001. Additionally, it decreased the authorized capital of its preferred stock from 100,000,000 preferred shares, par value $0.001 to 500,000 preferred shares, par value $0.001

Share Issuances

Preferred Stock Issuance

During the six months ended December 31, 2017, the Company issued 350,000 Series C Preferred Shares for settlement of convertible promissory notes and accrued interest, valued at $757,347.

Common Stock Issuance

During the six months ended December 31, 2017, the Company issued 10,966,465 common shares at deemed prices ranging from $0.044 to $0.090 per share upon conversion of the convertible promissory notes and accrued interest, valued at $626,220.

On July 31, 2017, the Company issued 58,333 common shares in payment for past legal services at a deemed value of $8,166.