Note 6 - Stockholders' Equity

9 Months Ended

Sep. 30, 2015

Notes

Note 6 - Stockholders' Equity

Note 6 – Stockholders’ Equity

Preferred Stock

The Company is authorized to issue 5,000,000 shares of $.0001 par value preferred stock. As of September 30, 2015, no shares of preferred stock were outstanding.

Common Stock

On August 14, 2015, the Board of Directors approved an amendment to the Company’s Certificate of Incorporation to change the capital structure of the Company, and recommended the amendment to the shareholders of the Company.  On August 24, 2015, the shareholders approved the filing of a Second Amended and Restated Certificate of Incorporation to change the capital structure of the Company.  On August 26, 2015, the Company filed a Certificate of Amendment (the “Amendment”) to the Certificate of Incorporation with the Secretary of State of Delaware to change the capital structure of the Company and to file the Second Amended and Restated Certificate.  The Second Amended and Restated Certificate became effective on the date of filing.

Change in Capital Structure

Pursuant to the Second Amended and Restated Certificate of Incorporation, the Company is authorized to issue two classes of common stock: Class A common stock, which will have one vote per share, and Class B common stock, which will have ten votes per share. Any holder of Class B common stock may convert his or her shares at any time into shares of Class A common stock on a share-for-share basis. Otherwise the rights of the two classes of common stock will be identical. The rights of these classes of common stock are discussed in greater detail below.

The Company’s authorized capital stock now consists of 605,000,000 shares, each with a par value of $0.0001 per share, of which:

• 500,000,000 shares are designated as Class A common stock.  The previously issued shares of common stock were redesignated as Class A common stock.

• 100,000,000 shares are designated as Class B common stock.

• 5,000,000 shares are designated as preferred stock.

During the nine months ended September 30, 2015, the Company issued 20,316,000 shares of its Class A common stock to consultants and professional of the Company for services rendered.  The value of the shares issued of $10,683,000 was the fair value of the Company’s common stock at the date of issuance which is based on prior sales of the Company’s common stock for cash.

During the nine months ended September 30, 2015, the Company issued 16,000,000 shares of its Class B common stock in exchange for an equal number of shares of Class A common stock which were canceled by the holders, who are also the Directors of the Company. 

Also, during the nine months ended September 30, 2015, the Company issued 66,157 shares of the Company’s restricted Class A common stock in private placement transactions to investors, in exchange for capital raised of $43,000.