CAPITAL STOCK

3 Months Ended

Mar. 31, 2015

Notes to Financial Statements

NOTE 10 - CAPITAL STOCK

Authorized

The Company is authorized to issue 10,000,000 shares of preferred stock, having a par value of $0.0001 per share, and 50,000,000 shares of common stock, having a par value of $0.0001 per share.

Issued and Outstanding

Preferred Stock

At March 31, 2015, the Company had not issued any preferred stock.

Common Stock

At March 31, 2015, shares of common stock issued and outstanding totaled 21,773,282.

During the period ended March 31, 2015, the Company issued 2,554,212 shares of common stock as follows:

On January 8, 2015, the Company sold 25,000 shares of Common Stock and received net proceeds of $25,000.

On January 30, 2015, the Company entered into shares for liability settlement with a creditor wherein an aggregate of $87,212 of debt was settled by the aggregate issuance of 87,212 shares of common stock.

On February 4, 2015, the Company entered into a note conversion agreement with Rocky Road Capital, Inc. to convert $94,200 of the principal balance, which was due to a former director and subsequently assigned to Rocky Road Capital, Inc., into 942,000 shares of Common Stock (at $0.10 per share), thereby reducing the balance owed under the note to $472,012. The estimated fair value of the common shares was used to measure and record the transaction with the difference between the conversion price and estimated fair value being recorded as loss (gain) on extinguishment of debt.

On February 20, 2015, the Company entered into a note conversion agreement with Rocky Road Capital Inc. to convert $150,000 of the principal balance, which was due to a former director and subsequently assigned to Rocky Road capital, Inc., into 1,500,000 shares of Common Stock (at $.10 per share), thereby reducing the balance owed under the note to $322,012. The estimated fair value of the common shares was used to measure and record the transaction with the difference between the conversion price and estimated fair value being recorded as loss (gain) on extinguishment of debt.

Warrants Issued for Services

The Company issued no warrants in the three months ending March 31, 2015, and there were 1,002,307 warrants outstanding with a weighted average exercise price of $259 at March 31, 2015.

The following table summarizes the warrant activity for the three months ended March 31, 2015:

	Warrants Outstanding
				Weighted
				Average
		Number of		Exercise
		Shares		Price
Balance, December 31, 2014		1,002,307	$	259
Granted		—	$	—
Exercised		—		—
Expired/Cancelled		—		—
Balance, March 31, 2015		1,002,307	$	259
Exercisable at March 31, 2015		1,002,307	$	259

The range of exercise prices and the weighted average exercise price and remaining weighted average life of the warrants outstanding at March 31, 2015 were $2.00 to 390.00, $259 and .668 years, respectively. The aggregate intrinsic value of the outstanding warrants at March 31, 2015 was $-0-.