(8) Equity

12 Months Ended

Dec. 31, 2017

Notes

(8) Equity:

(8)  Equity:

Common Stock

The Company is authorized to issue 5,000,000,000 shares of common stock and 1,000,000 shares of preferred A, 10,000 shares of preferred A-2, 1,000,000 shares of preferred B and 1,000 shares of preferred C class.  The increase in authorized shares of common stock from 500,000,000 to 1,000,000,000 was approved by the shareholders and Board of Directors on September 27, 2017. The increase from 1,000,000,000 to 3,000,000,000 shares was effective December 12, 2017 and the increase from 3,000,000,000 to 5,000,000,000 shares was effective March 21, 2018.

On November 20, 2016, the Company effected a reverse stock split, on a 1000 to 1 basis, which has been retroactively applied to the financial statements to the earliest period presented.

Holders of the Company's common stock are entitled to one vote for each share on all matters submitted to a stockholder vote.  Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Holders of the Company's common stock representing a majority of the voting power of the Company's capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of stockholders. A vote by the holders of a majority of the Company's outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to the Company's certificate of incorporation.

Holders of the Company's common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. The Company's common stock has no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to the Company's common stock.

During the year ended December 31, 2017, the Company issued an aggregate of 80,183,500 shares of common stock for the conversion of $672,952 of convertible notes and associated interest at the rate of $0.01 per share. During the year ended December 31, 2016, the Company issued an aggregate of 200,000 shares of common stock for the conversion of $5,000 in convertible notes payable  

During the year ended December 31, 2017, the Company issued 265,000,000 shares of common stock as employee and directors’ compensation for a total of $3,050,000. During the year ended December 31, 2016, the Company issued an aggregate of 16,791,611 shares of common stock as directors’ and employee compensation for a total of $1,135,411 in compensation..   

During the years ended December 31, 2017 and 2016, the Company issued 1,200,000 and 0 shares of common stock, respectively, for the exercise of warrants.  

During the year ended December 31, 2017, the Company issued an aggregate 17,178,800 shares of common stock for total proceeds of $498,940. During the year ended December 31, 2016, the Company sold an aggregate total of 33,894,719 shares of common stock for total proceeds of $739,111. 

During the year ended December 31, 2017 and 2016, the Company issued 16,460,000 and 1,204,000 shares of common stock for the services, respectively.

During the year ended December 31, 2017 and 2016, the Company issued 1,885,302 and 151,885,189 shares of common stock for share exchange with certain shareholders of Las Vegas Railway Express, Inc. (LVRE), respectively, as additional consideration for the acquisition of certain rights and intangible assets, rail cars and other assets. The assets acquired were valued at historical cost to Las Vegas Railway Express, Inc., as a non-cash transaction between related parties.

Warrants

During the year ended December 31, 2017, the Company issued 7,178,000 shares of common stock valued at $128,486 in warrants which were issued in connection with stock purchase agreements and included in proceeds from issuance common shares and warrants. During the year ended December 31, 2016, the Company issued 9,000,000 warrants in connection with the convertible notes issued during the period.  

The following summarizes the Company's warrant activity during the years ended December 31, 2017 and 2016:

	Warrants
Outstanding - December 31, 2015	-
Granted	9,000,000
Exercised	-
Cancelled	-
Outstanding - December 31, 2016	9,000,000
Granted	7,178,000
Exercised	(1,200,000)
Cancelled	-
Outstanding - December 31, 2017	14,978,000

Variables	Values
Stock price	$0.0179
Exercise Price	$0.15
Term	2.16-2.73 years
Risk Free Rate	0.25%
Volatility	580.3% - 672.04%