Stockholders' Equity

6 Months Ended

Jun. 30, 2015

Stockholders' Equity Note [Abstract]

Stockholders' Equity

Note 8 – STOCKHOLDERS’ EQUITY

The Company is authorized to issue an aggregate of 250,000,000 shares of common stock with a par value of $0.0001. The Company is also authorized to issue 10,000,000 shares of “blank check” preferred stock with a par value of $0.0001, which includes 4,000,000 shares of Series A preferred stock (“Series A”).

Under the Certificate of Designation, holders of Series A Preferred Stock will participate on an equal basis per-share with holders of our common stock in any distribution upon winding up, dissolution, or liquidation. Holders of Series A Preferred Stock are entitled to vote together with the holders of our common stock on all matters submitted to shareholders at a rate of three hundred (300) votes for each share held. Each share of Series A Convertible Preferred Stock shall be convertible at the option of the Holder thereof and without the payment of additional consideration by the Holder thereof, at any time, into shares of Common Stock at a conversion rate of one share of Common Stock for every one share of Series A Convertible Preferred Stock.

As of June 30, 2015, 78,237,130 and 4,000,000 shares of common and Series A preferred stock, were issued and outstanding, respectively.

During the year ended December 31, 2014, we received $20,000 for the purchase of 200,000 common shares sold a price of $0.10 per share. As of April 24, 2015, due to an administrative error, the Company had not physically issued the shares, and therefore, we agreed to settle with the investor through the issuance of $20,000, 8% note payable. The note was subsequently refinanced along with a $5,000 note issued on January 24, 2014 into a $25,000 8% convertible note issued on April 24, 2015.

During the six months ended June 30, 2015, the Company issued 1,000,000 shares of common stock with a fair value of $5,000 for the partial conversion of a note payable issued on April 23, 2015. The converted portion of the note also had an associated derivative liability with a fair value on the date of conversion of $8,608. The conversion of the derivative liability has been recorded through additional paid-in capital.

On June 30, 2015, the Company issued 4,000,000 shares of Series A preferred stock with a fair value on the date of issuance of $48,000 to the CEO for services.