STOCKHOLDERS' DEFICIT

12 Months Ended

Dec. 31, 2018

Notes to Financial Statements

NOTE 10. STOCKHOLDERS' DEFICIT

Authorized

The Company is authorized to issue 250,000,000 shares of preferred stock, having a par value of $0.0001 per share, and 500,000,000 shares of common stock, having a par value of $0.0001 per share.

Effective October 15, 2015, the Company Restated its Articles of Incorporation and Bylaws, and Equity Incentive Plan increasing the total number of shares of stock of all classes which we shall have authority to issue from 60,000,000 shares to 750,000,000 shares, of which the Common Stock, $0.0001 par value per share, was increased from 50,000,000 shares to 500,000,000 shares (hereinafter called “Common Stock”) and of which the Preferred Stock, $0.0001 par value per share, was increased from 10,000,000 shares to 250,000,000 shares (hereinafter called “Preferred Stock”).

On May 17, 2016, the Company designated 100,000,000 shares of preferred stock as Series B Convertible Preferred Stock. This series ranks senior to all non-parity stock and votes as if converted at 1,000 shares of common stock for each share of preferred outstanding. This Series B also votes as a class. The Series B shares are convertible up to 25% of the originally issued shares per quarter ending on each calendar quarter. If common shares are issued below $1.00 per share while any Series B stock is outstanding , the Company is required to issue additional shares of Series B shares so as the issuance of common shares is non-dilutive to the Series B shareholder. The outstanding shares of Preferred Series B will be multiplied by a fraction whose numerator is the number of common shares issued at less then $1.00 and the denominator of which is the number of common shares outstanding immediately before the issuance of the dilutive shares.

In September 2018, the Company completed a reverse split of outstanding common shares of 1:3,000.

Issued and Outstanding

Preferred Stock

At December 31, 2018 and 2017, there were 1,100,000 and 1,100,000 shares of preferred stock Series B outstanding, respectively.

On May 18, 2016, the Company issued a total 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.

In August 2016, 100,000 shares of preferred stock were issued in conjunction with the second closing of the WOD Amended Acquisition Agreement.

In January 2017, 1,000,000 shares of Series B Preferred were returned and cancelled, 500,000 shares each from Antol and Ricketts pursuant to a final settlement agreement.

On August 4, 2017, the Company increased it authorized preferred shares to 500,000,000 total with 250,000,000 of that total previously designated as Series B Preferred Stock. The Amended Articles of Incorporation were filed with the State of Florida on September 18, 2017.

Common Stock

In the year ended December 31, 2018, the Company issued 63,503 shares of Common Stock for the conversion of $6,328 of notes payable, $931 of accrued interest.

Reverse Stock Split

On August 4, 2017, the Board of Directors decided that it was in the best interest of the Company to approve a reverse split of the Company’s Common Stock at a specified ratio of up to 1:10,000 Further, the Company confirmed that at the effective time of the reverse stock split, 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 up to 1:10,000, on the effective date.

However, due to the fact, that FINRA found our submission for the corporate action to complete the reverse split and name change to be deficient neither is effective as of filing of this Report.

Holders of record of the Common Stock and Series B Convertible Preferred Stock at the close of business on the Record Date were entitled to participate in the written consent of our shareholders. Each share Common Stock was entitled to one vote and each share of Series B Convertible Preferred Stock was entitled to vote 1:1,000 to each share of Common Stock.

This contemplated reverse stock split was effectuated in September 2018 at 1:3,000. 

Warrants Issued for Services

As of December 31, 2016, and 2017, warrants outstanding were 7,000,000 and 0, respectively. The Company issued 7,000,000 warrants in the twelve months ending December 31, 2016.

The following table summarizes the warrant activity for the years ended December 31, 2016 and 2017:

	Warrants Outstanding
				Weighted
				Average
	Number of			Exercise
	Shares			Price
Balance, December 31, 2015		2,307		$	259
Granted		7,000,000		$	700
Exercised		-			-
Expired/Cancelled		(2,307	)		(259	)
Balance, December 31, 2016		7,000,000		$	700
Granted		-			-
Exercised		-			-
Expired/Cancelled		(7,000,000	)		(700	)
Balance, December 31, 2017		-		$	-
Exercisable at December 31, 2018		-		$	-