Quarterly report pursuant to Section 13 or 15(d)

STOCKHOLDERS' DEFICIT

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STOCKHOLDERS' DEFICIT
6 Months Ended
Jun. 30, 2019
Notes to Financial Statements  
Note 12 - STOCKHOLDERS' DEFICIT

Effective January 22, 2019, the Company amended its Articles of Incorporation to implement a reverse stock split in the ratio of 1 share for every 100 shares of common stock. As a result, 259,984,655 shares of the Company’s common stock were exchanged for 2,599,847 shares of the Company’s common stock. These unaudited condensed consolidated financial statements have been retroactively restated to reflect the reverse stock split.

 

Convertible Preferred stock

 

The Company is authorized to issue 600,000 shares of preferred stock with no par value. As of June 30, 2019 and December 31, 2018, the Company had 80,000 shares of Series A preferred stock and 160,000 shares of Series B preferred stock issued and outstanding.

 

Each share of Series A preferred stock is entitled to one thousand (1,000) votes and is convertible into one share of common stock. 30,000 shares of Series A Preferred Stock were owned by management.

 

Each share of Series B stock is entitled to two thousand (2,000) votes and is convertible into one share of common stock. 120,000 shares of Series B Preferred Stock were owned by management.

 

Common stock

 

On May 10, 2018, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada increasing the total number of shares which the Company is authorized to issue from five hundred twenty five million six hundred thousand (525,600,000) shares to seven hundred fifty million six hundred thousand (750,600,000) shares and increasing the number of authorized shares of common stock from five hundred and twenty five million (525,000,000) shares of common stock, $0.001 par value, to seven hundred and fifty million (750,000,000) shares of common stock.

 

As of June 30, 2018 and December 31, 2017, the Company had 2,471,863 shares and 2,440,863 shares of common stock issued and outstanding.

 

During the six months ended June 30, 2018, the Company issued an aggregate of 7,500 shares of its common stock for services rendered valued at $111,410 based on the underlying market value of the common stock at the date of issuance.

  

During the six months ended June 30, 2018, the Company issued 10,000 shares of its common stock in connection with a distribution agreement previously accrued during the year ended December 31, 2017.

 

During the six months ended June 30, 2018, the Company issued an aggregate of 1,000 shares of its common stock in connection with the issuance of promissory notes payable valued at $25,500 based on the underlying market value of the common stock at the date of issuance.

 

During the six months ended June 30, 2018, the Company issued 12,500 shares of its common stock in exchange for proceeds of $150,000 and received $1,150,000 common stock subscriptions for 57,500 shares of its common stock and 57,500 three year warrants with an exercise price of $1.00 per share.

 

As of June 30, 2019 and December 31, 2018, the Company had 3,057,848 shares and 2,597,347 shares of common stock issued and outstanding.

 

During the six months ended June 30, 2019, the Company issued an aggregate of 33,588 shares of its common stock for services rendered valued at $147,650 based on the underlying market value of the common stock at the date of issuance.

 

During the six months ended June 30, 2019, the Company issued 3,842 shares of its common stock to pay for interest expense valued at $21,000 based on the underlying market value of the common stock at the date of issuance.

 

In February 2019, the Company issued 22,222 shares of its common stock valued at $100,000 in connection with the February 2019 common stock subscription.

 

In March 2019, the Company issued an aggregate of 400,000 shares of its common stock under these Subscription and Royalty Agreements and subsequently in April 2019 received the proceeds.