Stockholders Equity (Deficit)

12 Months Ended

Dec. 31, 2017

Stockholders' Equity Note [Abstract]

Stockholders Equity (Deficit)

Note 5 – Stockholders Equity (Deficit)

During the year ended December 31, 2017, we entered into the following securities related transactions:

· retired 66,667 shares of common stock that were returned to the Company and retired in exchange for the Company’s 10% ownership in Continental Rail, LLC (previously included in common stock payable);

· issued 7,811,250 shares of restricted common stock payable valued at $781,125 from 2016 (previously included in common stock payable);

· issued 34,761,000 shares of common stock in connection with the Share Exchange Agreement and Plan of Reorganization (the “Merger”) with IHL of Florida, Inc., a Florida corporation (“IHL”) which was established in April, 2016 and under common control. Pursuant to the Merger, IHL shareholders transferred to the Company all their issued and outstanding shares of capital stock. In exchange, the Company agreed to issue 41,131,000 (of which 6,370,000 shares were included in the restricted shares payable at December 31, 2016) of common stock to IHL shareholders, including 18,599,750 shares issued to common control parties and 264,894 shares of Series A Preferred Stock, all issued to common control parties, and convertible into 24,900,000 shares of common stock. The share issuances represented approximately 94.1% of the total issued and outstanding shares of common stock of the Company post-closing at the time of the transaction.

· Received proceeds of $2,321,855 pursuant to a Private Placement Memorandum and for which 14,121,420 shares of restricted common stock were issued.

During the year ended December 31, 2016, we entered into the following securities related transactions:

· Issued 32,867 shares as a result of an error in issuances from prior financings; this was reclassified to 2014 due to immateriality;

· recorded a $25,000 equity receivable for 66,667 shares of common stock to be returned to the Company and retired in exchange for the Company’s 10% ownership in Continental Rail, LLC (subsequently retired);

· effected a one-for-fifteen reverse stock split reducing the number of common shares outstanding from 38,921,911 to 2,595,379, this was reflected in a restated January 1, 2016 balance;

· Received proceeds of $781,125 of proceeds pursuant to a Private Placement Memorandum and for which 7,811,250 shares (valued at $.10 per share) of restricted common stock are payable (subsequently issued).

· On December 13, 2016, in connection with the Merger, the company issued 264,894 shares of Series A Convertible Preferred stock, convertible into 24,900,000 shares of common stock, in equal amounts to each of Timothy Hart our CFO, Neil Swartz, our Interim President and Noel Guillama our Chairman.