STOCKHOLDERS’ DEFICIT

9 Months Ended

Sep. 30, 2017

Notes to Financial Statements

Note 9 - STOCKHOLDERS’ DEFICIT

Authorized

The Company is authorized to issue 500,000,000 shares of preferred stock, having a par value of $0.0001 per share, and 10,000,000,000 shares of common stock, having a par value of $0.0001 per share.

On May 17, 2016, the Company filed a Designation of Rights and Preferences for Series B Preferred stock authorizing 100,000,000 share to be issued under this designation. The Series B Preferred shares have a par value $.0001 and are senior to all other shares authorized by the Company. These share vote as if converted at a ratio of 1:1,000 and vote as a single class.

On August 29, 2017, the Company filed an Amendment to the Articles of Incorporation increasing the number of authorized Preferred shares to 500,000,000 from 250,000,000, par value $.0001 and common shares to 10,000,000,000 from 500,000,000, par value $.0001

The rights being granted to our Board of Directors to increase the amount of shares authorized to be issued will further provide a corporate and capital structure conducive for potential acquisitions and offer adequate flexibility for the procurement of required future financings.

As disclosed in our SEC filings, we have entered into a joint venture with WOD Holdings Inc. (“WODH”) to expand the operations of WOD Market LLC (“WOD”), a provider of intelligent retail solutions to gyms and coaches, which includes the acquisition of WOD if the Corporation is able to secure a certain amount of new financing. No financings have been negotiated to date, however, we do want to have the proper corporate structure in place so that we can secure the financing required to complete the acquisition under the joint venture.

The principle changes in the Amendment are contained in Article 4 of the Amended and Restated Articles of Incorporation of the Corporation (although readers are urged to review the entire Amended and Restated Articles of Incorporation). As stated in Article 4 of the Amended and Restated Articles of Incorporation of the Corporation, the total number of shares of stock of all classes which we shall have authority to issue will be increased from 750,000,000 shares to 10,500,000,000 shares, of which the Common Stock, $0.0001 par value each shall be increased from 500,000,000 shares to 10,000,000,000 shares (hereinafter called "Common Stock") and of which the Preferred Stock, $0.0001 par value each shall be increased from 250,000,000 shares to 500,000,000 shares (hereinafter called "Preferred Stock").

The designations and the powers, preferences, and rights and the qualifications, limitations, or restrictions thereof of the Common or Preferred Stock shares will be determined by our Board of Directors and will be issued from time to time in one or more series as determined by our Board of Directors without the prior consent of the shareholders. The shares of each series will have such voting powers and such designations, preferences, and relative, participating, optional, or other special rights and qualifications, limitations, or restrictions as are stated in the resolution providing for the issue of such series adopted by our Board of Directors.

The authority being granted to our Board of Directors will be subject to limitations prescribed by law, and may with respect to each series include, particular series designation, including any applicable provisions pertaining to whether or not the series is convertible, offers dividends, redemption times and price, voting rights of each series, restrictions of the issue or reissue of any additional Common or Preferred Stock, and the rights of the holders of the shares of such series upon the dissolution of, or upon the distribution of our assets.

No holder of stock of any class of the Corporation shall have, as such holder, any preemptive or preferential right of subscription to any stock of any class of the Corporation or to any obligations convertible into stock of the Corporation, issued or sold, or to any right of subscription to, or to any warrant or option for the purchase of any thereof, other than such (if any) as our Board of Directors may determine from time to time.

We may issue and dispose of any of the authorized and unissued shares of Common or Preferred Stock for such consideration not less than par value, as may be fixed from time to time by our Board of Directors without action by the stockholders. Our Board of Directors may provide for payment therefore to be received by us in cash, property, or services. Any and all such shares of the Common or Preferred Stock and for which consideration so fixed by our Board of Directors has been paid or delivered, shall be deemed fully paid stock and shall not be liable to any further.

Baker Myers Warrant Transfer – Voting Trust

On March 14, 2017, Baker Myers executed that certain Voting Trust Agreement, of which the Company approved, in which Baker Myers agreed to the assignment and transfer of the ownership interest of its stock purchase warrant (the “Warrant”) for the right to purchase a total of 3,000,000 shares of Series B Preferred Stock, owned and held by Baker Myers, to the Voting Trustee, which shall, thereafter, upon the completion by the Company of a reverse split of 1:1000 of its Common Stock, be simultaneously exercised and converted by the Company and Voting Trustee into a total of 30,000 of Series B Preferred Stock, and 2,970,000 shares of Common Stock, to be held by the Voting Trustee in the Voting Trust for the benefit of Baker Myers, in accordance with the terms of the Voting Trust Agreement (as described more fully herein).

Birch First Warrant Transfer – Voting Trust

On March 14, 2017, Birch First Capital Investments LLC (f/k/a Birch First Capital Fund LLC), a Delaware limited liability company (“Birch First Capital”) executed that certain Voting Trust Agreement, of which the Company approved, in which Birch First Capital agreed to the assignment and transfer of the ownership interest of its stock purchase warrant (the “Warrant”) for the right to purchase a total of 4,000,000 shares of Series B Preferred Stock, owned and held by Birch First Capital to the Voting Trustee, which shall, thereafter, upon the completion by the Company of a reverse split of 1:1000 of its Common Stock, be simultaneously exercised and converted by the Company and Voting Trustee into a total of 40,000 shares Series B Preferred Stock, and 3,960,000 shares of Common Stock, to be held by the Voting Trustee in the Voting Trust for the benefit of Birch First Capital, in accordance with the terms of the Voting Trust Agreement (as described more fully herein).

Ricketts and Antol Stock Transfer – Voting Trust

On or about March 14, 2017, Dr. James G. Ricketts, and Stephen Antol (each a Stockholder) executed a Voting Trust Agreement, which the Company approved in advance, in which each of the Stockholder, jointly and severally, agreed to each deposit with the Voting Trustee a total of 500,000 shares of Series B Preferred Stock (for a total of 1,000,000 shares), owned and held by each of them as Stockholders, as referenced in the execution of two (2) separate assignments, which shall, thereafter, upon the completion by the Company of a reverse split of 1:1000 of its Common Stock, be converted by the Company and Voting Trustee into a total of 5,000 shares of Series B Preferred Stock each (for total of 10,000 shares), and 495,000 shares of Common Stock each (for a total totaling 990,000 shares), to be held by the Voting Trustee in the Voting Trust for the benefit of each such Stockholder, in accordance with the terms of the Voting Trust Agreement (as described more fully herein).

Voting Trust - Change of Control

The deposit of the Series B Preferred Stock on March 14, 2017 from Ricketts and Antol into the Voting Trust creates a change of control with the Trustee having voting rights of 1,100,000,000 shares as a class pursuant to the preferences in the Series B Preferred Stock designation. This also makes the Voting Trust a related party.

Issued and Outstanding

Preferred Stock

At September 30, 2017, the Company had 1,100,000 shares of Series B Preferred Stock outstanding.

On May 18, 2016, the Company authorized the issuance of 2,000,000 shares of Series B Preferred Stock to two (2) separate parties in the amount of 1,000,000 shares each to Ricketts and Antol, respectively, pursuant to the executed Ricketts Subscription Agreement and Antol Subscription Agreement. The Series B Preferred shares were offered and sold to the parties in a private placement transaction in reliance upon exemptions from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended. The Company based such reliance on certain representations made by each of the parties to the Company including that each of the parties were accredited investor s as defined in Rule 501 of Regulation D. These shares are recorded in the financial statements for the nine months ended September 30, 2016. On January 10, 2017 500,000 Series B Preferred shares were returned to the Company resulting in Gain on settlement of $5,000,000.

On August 26, 2016, the Company authorized the issuance 50,000 shares of Series B Preferred Stock each to Watson and Mix pursuant to the WOD agreement. The Series B Preferred shares were offered and sold to the parties in a private placement transaction in reliance upon exemptions from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended. The Company based such reliance on certain representations made by each of the parties to the Company including that each of the parties were accredited investor s as defined in Rule 501 of Regulation D. These shares are recorded in the financial statements for the nine months ended September 30, 2016.

Common Stock

At September 30, 2017, the Company has 150,018,799 shares of common stock issued and outstanding.

During the nine months ended September 30, 2017, the Company issued 13,500,000 shares of common stock for the conversion of $1,447 principal and $750 in penalties.

Reverse Split

On the effective date of the Reverse Split, as determined by the Company when applicable (the “Effective Date”), all of the outstanding shares of our outstanding Common Stock were automatically converted into a smaller number of shares, at the reverse split ratio of 1:1,000.

The Reasons for the Reverse Split

The Reverse Split was intended to reduce the number of outstanding shares in an effort to increase the market value of the remaining outstanding shares. In approving the Reverse Split, the Directors considered that the Company's Common Stock may not appeal to brokerage firms that are reluctant to recommend lower priced securities to their clients. Investors may also be dissuaded from purchasing lower priced stocks because the brokerage commissions, as a percentage of the total transaction, tend to be higher for such stocks. Moreover, the analysts at many brokerage firms do not monitor the trading activity or otherwise provide coverage of lower priced stocks. The Directors also believed that most investment funds are reluctant to invest in lower priced stocks.

However, the effect of the Reverse Split upon the market price for the Company's Common Stock cannot be predicted with certainty, and the history of similar stock split combinations for companies in like circumstances is varied. There can be no assurance that the market price per share of the Company's Common Stock after the Reverse Split will rise in proportion to the reduction in the number of shares of Common Stock outstanding resulting from the Reverse Split. The market price of the Company's Common Stock may also be based on its performance and other factors, some of which may be unrelated to the number of shares outstanding.

Share Certificates

Following the Reverse Split, the share certificates held will continue to be valid. In the future, new share certificates will reflect the reverse split, but this in no way will affect the validity of current share certificates.

Warrants Issued for Services

As of September 30, 2017, the Company had various outstanding warrant.

The following table summarizes the warrant activity for the nine months ended September 30, 2017:

Balance December 31, 2016	-	$	-
Granted
Exercised
Expired/ Cancelled	-		-
Balance September 30, 2017	-	$	-

Warrants Issued In Settlements

Balance December 31, 2016	7,000,000	700
Granted Preferred
Granted Common
Exercised
Expired/ Cancelled
Balance September 30, 2017	7,000,000	700