Common and Preferred Stock

6 Months Ended

Jun. 30, 2017

Equity [Abstract]

Common and Preferred Stock

Note 9 – Common and Preferred Stock  

Common Stock

During the six months ended June 30, 2017, the Company issued the following shares of common stock upon the conversions of portions of the convertible notes:

Date		Principal Conversion		Interest Conversion		Total Conversion		Conversion Price		Shares Issued		Issued to
	1/10/17	$	73,000	$	5,664	$	78,664	$	0.01595		4,931,912	Cerberus
	1/17/17	$	57,500	$	4,562	$	62,062	$	0.01537		4,037,878	LG
	1/27/17	$	48,129	$	3,914	$	52,043	$	0.01276		4,078,598	Cerberus
	2/8/17	$	60,000	$	5,050	$	65,050	$	0.012934		5,029,369	LG
	2/27/17	$	26,120	$	2,171	$	28,291	$	0.013804		2,049,467	Cerberus
	3/10/17	$	40,000	$	3,630	$	43,630	$	0.01363		3,200,997	LG
	3/27/17	$	34,775	$	3,255	$	38,030	$	0.012876		2,953,523	Cerberus
	3/28/17	$	65,625	$	3,697	$	69,322	$	0.01276		5,432,725	LG
	4/25/17	$	76,081	$	4,752	$	80,833	$	0.009744		8,295,680	LG
	5/10/17	$	22,000	$	2,199	$	24,199	$	0.008		3,023,338	Cerberus
	5/10/17	$	20,640	$	9,360	$	30,000	$	0.0075		4,000,000	St Georges
	5/25/17	$	29,052	$	947	$	30,000	$	0.00564		5,319,149	St Georges
	6/6/17	$	32,813	$	2,999	$	35,811	$	.00551		6,499,359	LG
	6/8/17	$	34,100	$	900	$	35,000	$	0.00564		6,205,674	St Georges
	6/9/17	$	22,000	$	1,500	$	23,500	$	0.00551		4,264,903	Cerberus
	6/29/17	$	48,849	$	1,151	$	50,000	$	.00564		8,865,248	St Georges
	6/30/17	$	30,625	$	2,960	$	33,585	$	0.0058		5,790,541	LG
		$	721,309	$	58,710	$	780,019				83,978,363

In addition to the above, during the six months ended June 30, 2017, the Company:

On January 16, 2017, the Company entered into a Business Consultant Agreement (the “BCA”). Pursuant to the BCA, the Company issued 5,000,000 shares of common stock for services to be provided to the Company related to business development, product marketing, helping identify mergers and acquisition candidates, and will consult with and advise the Company on matters pertaining to business modeling and strategic alliances. The Company valued the shares at $0.03 per share (the market price of the common stock) and recorded stock compensation expense for the six months ended June 30, 2017, of $150,000.

On January 27, 2017, the Company issued 1,000,000 shares of restricted common stock to Kopelowitz Ostrow P.A. (“KO”) pursuant to a Debt Settlement and Release Agreement (the “Debt Settlement”) by and between the Company and KO. Among the terms of the Debt Settlement was the forgiveness of $24,614.49 of debt the Company owed KO for legal services provided.

On January 30, 2017, the Company issued 1,000,000 shares of common stock to Venture Equity. The Company valued the shares at $0.03 per share (the market price of the common stock) and cancelled of $13,169 of accrued and unpaid fees owed Venture Equity and recorded stock based compensation expense for the six months ended June 30, 2017, of $16,831.

Also on January 30, 2017, the Company issued 10,000,000 shares of common stock to the Company’s CEO. The shares were issued for services performed as the sole Officer and director of the Company since November 2014. The Company valued the shares at $0.03 per share (the market price of the common stock) and for the six months ended June 30, 2017, recorded stock compensation expense, management, of $300,000.

On June 19, 2017, the Company issued 1,319,149 shares of common stock to St. Georges pursuant to the “true-up” terms and conditions of the St. George note.

Preferred Stock

On June 26, 2015, the Company filed with the Delaware Secretary of State the Amended and Restated Designation Preferences and Rights (the “Certificate of Designation”) of Class B Preferred Stock (the “Series B Preferred Stock”). Pursuant to the Certificate of Designation, 1,000 shares constitute the Series B Preferred Stock. The Series B Preferred Stock and any accrued and unpaid dividends thereon shall, with respect to rights on liquidation, winding up and dissolution, rank senior to the Company’s issued and outstanding common stock and Series A preferred stock.

The SeriesB Preferred Stockhas the right to vote in aggregate, on all shareholder matters equal to 51% of the total vote, no matter how many shares of common stock or other voting stock of the Company are issued or outstanding in the future.The Series B Preferred Stock has a right to vote on all matters presented or submitted to the Company’s stockholders for approval in pari passu with the common stockholders, and not as a separate class. The holders of Series B Preferred Stock have the right to cast votes for each share of Series B Preferred Stock held of record on all matters submitted to a vote of common stockholders, including the election of directors. There is no right to cumulative voting in the election of directors. The holders of Series B Preferred Stock vote together with all other classes and series of common stock of the Company as a single class on all actions to be taken by the common stockholders except to the extent that voting as a separate class or series is required by law. As of June 30, 2017 and December 31, 2016, there were 1,000 shares of Class B Preferred Stock outstanding.

Warrants and Options

On April 14, 2015, in connection with the appointment of Dr. Stephen Holt to the advisory board, the Company agreed the advisor shall receive a non-qualified stock option to purchase 1,000,000 shares (“Option Shares”) of the Company’s common stock at an exercise price equal to $0.05 per share and expiring April 14, 2018. Option Shares of 400,000 vested immediately and 50,000 Option Shares vested each month from April 2015 through March 2016. Accordingly, as of March 31, 2016, 1,000,000 Option Shares have vested and the Company recorded $2,317 as stock compensation expense for the three months ended March 31, 2016, based on Black-Scholes.

On April 26, 2013 and in connection with the appointment of Mr. James Canton to the Company’s advisory board, the Company issued a warrant to Mr. Canton to purchase 300,000 shares of common stock. The warrant expired April 26, 2016.

On October 31, 2016, the Company granted (Warrant #1) to St. George the right to purchase at any time on or after November 10, 2016 (the “Issue Date”) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), a number of fully paid and non-assessable shares (the “Warrant Shares”) of Company’s common stock, equal to $57,500 divided by the Market Price (defined below) as of the Issue Date, as such number may be adjusted from time to time pursuant to the terms and conditions of Warrant #1 to Purchase Shares of Common Stock. The Market Price is equal to the lowest intra-day trade price in the twenty (20) Trading Days immediately preceding the applicable date of exercise, multiplied by sixty percent (60%). The exercise price is $0.05 and is subject to price adjustments pursuant to the agreement and includes a cashless exercise provision. The Company also issued Warrant #’s 2-9, with each warrant only effective upon St. George funding of the secured notes they issued to the Company. Warrant #’s 2-9 give St. George the right to purchase Warrant Shares equal to $27,500 divided by the Market Price on the funded date. On December 14, 2016, the Company received a payment of $50,000, and accordingly, Warrant #2 became effective. On March 12, 2017, the Company received a payment of $50,000, and accordingly, Warrant #3 became effective. On May 19, 2017, the Company received a payment of $50,000, and accordingly, Warrant #4 became effective.