STOCKHOLDERS' EQUITY

6 Months Ended

Jun. 30, 2016

Equity [Abstract]

STOCKHOLDERS' DEFICIT

NOTE 4: STOCKHOLDERS' EQUITY

Preferred Stock

 On October 4, 2014 and April 10, 2015, the Company filed a Certificate of Designations under its Amended and Restated Articles of Incorporation (the "Certificate of Designations") with the State of Colorado to (a) designate 200,000 shares of its previously authorized Preferred Stock as Series A Convertible Preferred Stock and (b) designate 3,000 shares of its previously authorized Preferred Stock as Series B Preferred Stock including 1,000 shares that were previously issued on October 4, 2014. On June 9^th, 2015, previously issued 1,000 shares on October 4, 2014 were cancelled. The Certificate of Designations and their filing were approved by the board of directors of the Company on June 30, 2014 without shareholder approval as provided for in the Company's articles of incorporation and under Colorado law.

Description of Series A Convertible Preferred Stock

The 200,000 shares of Series A Convertible Preferred Stock have the following designations, rights and preferences: 

· the stated value of each share is $500,

· the holder of the shares will be entitled to vote, on a one-for-one basis, with the holders of our common stock on all corporate matters on which common shareholders are entitled to vote,

· the shares pay quarterly dividends in arrears at the rate of 4% per annum based on the stated value of each share,

· each share is convertible into shares of our common stock at a conversion price of $2,000.00 per share, subject to adjustment, at any time upon : (I) the seventh anniversary of the original issue date of Series A Preferred Stock or (ii) the date the beneficial holder qualifies as a Permanent U.S. resident, whichever occurs earliest,

· the shares are redeemable by us under certain conditions, and

· the conversion price of the Series A Convertible Preferred stock is subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events.

Description of Series B Convertible Preferred Stock

The 2,000 shares of Series B Convertible Preferred Stock have the following the designations, rights and preferences: 

· The Company is not permitted to pay or declare dividends or other distributions to the holders of the Series B Preferred Stock, whether in liquidation or otherwise,

· the holder of the shares will be entitled to vote, on a one million-for-one basis, with the holders of our common stock on all corporate matter on which common shareholders are entitled to vote, and

· each share is convertible into one share of our common stock.

On April 10, 2015, the Company issued 2,000 shares of its Series B Preferred Stock to certain related party officers and directors valued at $2,150 based on the common stock quoted trading value of $2.15 (post-reverse stock split) at the grant date and a one to one conversion rate of the Series B shares into common stock. The certificate of designation does not provide for any adjustment to the quantity or conversion terms of the Series B convertible preferred stock resulting from stock splits or other recapitalization of common stock of the Company. Therefore, all amounts discussed above reflect pre-reverse stock split amounts.

Common Stock

Of the authorized common stock, 37,351,699 shares are outstanding as of June 30, 2016. The holders of our common stock are entitled to receive dividends from our funds legally available therefor only when, as and if declared by our Board, and are entitled to share ratably in all of our assets available for distribution to holders of our common stock upon the liquidation, dissolution or winding-up of our affairs. Holders of our common stock do not have any preemptive, subscription, redemption or conversion rights. Holders of our common stock are entitled to one vote per share on all matters which they are entitled to vote upon at meetings of stockholders or upon actions taken by written consent pursuant to Colorado corporate law. The holders of our common stock do not have cumulative voting rights, which means that the holders of a plurality of the outstanding shares can elect all of our directors. All of the shares of our common stock currently issued and outstanding are fully-paid and non-assessable. No dividends have been paid to holders of our common stock since our incorporation, and no cash dividends are anticipated to be declared or paid in the reasonably foreseeable future.

Convertible Debentures

On April 06, 2016, the Company issued a debenture for $30,000 for a cash advances during April 2016 with  10% original Issue Discount. The debenture accrues interest at 8% per annum and will convert into the company's common stock at 50% of the lowest closing bid price 20 days before the conversion date. The Holder is restricted from any conversions that would result in the Holder owning over 9.9% of the outstanding common shares of the Company after the conversion.

On April 07, 2016, the Company issued a debenture for $60,000 to Kodiak Capital for an advanced fee on an equity line of credit for $1,000,000. The debenture accrues interest at 8% per annum and will convert into the company's common stock at 50% of the lowest closing bid price 20 days before the conversion date. The Holder is restricted from any conversions that would result in the Holder owning over 9.9% of the outstanding common shares of the Company after the conversion.

On April 15, 2016, the Company issued a debenture for $58,000 for a cash advances during April 2016. The debenture accrues interest at 10% per annum and will convert into the company's common stock at 45% of the

lowest closing bid price 20 days before the conversion date. The Holder is restricted from any conversions that

would result in the Holder owning over 9.9% of the outstanding common shares of the Company after the conversion.

On June 16, 2016, the Company issued a debenture for $92,000 for a cash advances during June 2016 with 10% original Issue Discount. The debenture accrues interest at 10% per annum and will convert into the company's common stock at 50% of the lowest closing bid price 20 days before the conversion date. The Holder is restricted from any conversions that would result in the Holder owning over 9.9% of the outstanding common shares of the Company after the conversion.

CHANGES IN COMMON STOCK THIS QUARTER

04/01/2016 Craig Huffman, Counsel	200,000 (Consulting fee)
04/19/2016 Iconic Holdings	100,000 (Debt Conversion)
04/20/2016 Craig Huffman, Counsel	100,000 (Consulting fee)
04/20/2016 Cameron Cox, CEO	200,000 (Officer Bonus)
05/02/2016 Iconic Holdings	223,769 (Debt Conversion)
06/01/2016 Talari Industries	1,000,000 (Consulting Fee)
06/06/2016 Auctus Fund LLC	500,000 (Debt Conversion)
06/13/2016 Saeed Talari, Director	360,000 (Officer Bonus)
06/28/2016 Auctus Fund LLC	1,000,000 (Debt Conversion)