Quarterly report pursuant to Section 13 or 15(d)

Note 4 - Shareholders' Deficit

v3.4.0.3
Note 4 - Shareholders' Deficit
3 Months Ended
Mar. 31, 2016
Equity [Abstract]  
Note 4 - Shareholders' Deficit

Note 4 - Shareholders’ Deficit

 

Common Stock

 

The Company has entered into consulting agreements with various consultants for service to be provided to the Company. The agreements stipulate a monthly fee and a certain number of shares that the consultant vests in over the term of the contract. The consultant is issued a prorated number of shares of common stock at the beginning of the contract, which the consultant earns over a three-month period. At the anniversary of each quarter, the consultant is issued a new allotment of common stock during the first 3 years of engagement. In accordance with ASC 505-50 – Equity-Based Payment to Non-Employees, the common stock shares issued to the consultant are valued upon their vesting, with interim estimates of value as appropriate during the vesting period. During the three months ended March 31, 2016, the Company issued 901,504 shares of common stock with a value of $427,306 related to these consulting agreements.

 

During the three months ended March 31, 2016, the Company issued 150,000 shares of common stock related to lock-up agreements valued at $65,500 and 512,273 shares of common stock for cash in the amount of $107,025.

 

During the three months ended March 31, 2016, the Company issued pursuant to a private placement offering 1,851,977 shares of common stock and the same number of warrants for cash of $271,250 and conversion of notes and accrued interest in the amount of $269,416.

 

Also, during the three months ended March 31, 2016, the Company issued 70,110 shares of common stock valued at $25,651 related to the extension of outstanding notes.

 

Series AA Preferred Shares

 

On February 22, 2013, the Board of Directors of the Company authorized an amendment to the Company’s

Articles of Incorporation, as amended (the “Articles of Incorporation”), in the form of a Certificate of Designation that authorized the issuance of up to one million (1,000,000) shares of a new series of preferred stock, par value $0.0001 per share, designated “Series AA Super Voting Preferred Stock,” for which the board of directors established the rights, preferences and limitations thereof.

 

Each holder of outstanding shares of Series AA Super Voting Preferred Stock shall be entitled to one hundred thousand (100,000) votes for each share of Series AA Super Voting Preferred Stock held on the record date for the determination of stockholders entitled to vote at each meeting of stockholders of the Company. As of March 31, 2016, there were 1,000 shares of Series AA Preferred stock outstanding.