STOCKHOLDERS' EQUITY |
9 Months Ended | ||||||||||||||||||
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Sep. 30, 2017 | |||||||||||||||||||
| Stockholders' Equity Note [Abstract] | |||||||||||||||||||
| STOCKHOLDERS' EQUITY | NOTE 9 - STOCKHOLDERS’ EQUITY
On June 8, 2017, the Company filed with the State of Nevada Amended and Restated Articles of Incorporation, reflecting an increase in the Company’s authorized shares of Common Stock from 100,000,000 to 500,000,000 and decreases its authorized shares of undesignated Preferred Stock from 100,000,000 to 50,000,000.
Effective June 8, 2017, the Company approved a forward stock split on the common stock, par value $0.00001 per share at a ratio of 6 for 1 of each share issued and outstanding on the effective date. These financial statements retroactively reflect the forward stock split for all periods presented.
The Company’s authorized capital consists of 500,000,000 shares of common stock with a par value of $0.00001 and 50,000,000 shares of preferred stock with a par value of $0.00001.
Preferred Stock
Series A Preferred Stock
The following summary of the Company’s Series A Preferred Stock is merely a summary, we refer you to our Amended and Restated Articles of Incorporation and the applicable provisions of the Nevada Revised Statutes for a more complete description of the rights and liabilities of holders of our securities.
Liquidation Rights:
In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the Holders of the Series A Preferred Stock shall be entitled to receive, prior and in preference to any Distribution of any of the assets of the Company to the Holders of any Junior Stock by reason of their ownership of such stock an amount per share for each share of Series A Preferred Stock held by them equal to the sum of the Liquidation Preference. If upon the liquidation, dissolution or winding up of the Company, the assets of the Company legally available for distribution to the Holders of the Series A Preferred Stock are insufficient to permit the payment to such Holders of the full amounts specified in this Section then the entire remaining assets of the Company legally available for distribution shall be distributed with equal priority and pro rata among the Holders of the Series A Preferred Stock in proportion to the full amounts they would otherwise be entitled to receive pursuant to this Section.
Redemption Rights:
The Series A Preferred Stock shall have no redemption rights.
Conversion:
The “Conversion Ratio” per share of the Series A Preferred Stock in connection with any Conversion shall be at a ratio of 1:20, meaning every (1) one Preferred A share shall convert into 20 shares of Common Stock of the Company (the “Conversion”). Holders of Class A Preferred Shares shall have the right, exercisable at any time and from time to time (unless otherwise prohibited by law, rule or regulation), to convert any or all their shares of the Class A Preferred Shares into Common Stock at the Conversion Ratio.
Voting Rights:
The Holder of each share of Series A Preferred Stock shall have such number of votes as is determined by multiplying (a) the number of shares of Series A Preferred Stock held by such holder; and, (b) by 20. Such voting calculation is hereby authorized by the Company and the Company acknowledges such calculation may result in the total number of possible votes cast by the Series A Holders and all other classes of the Company’s common stock in any given voting matter exceeding the total aggregate number of shares which this Company shall have authority to issue. With respect to any shareholder vote, such holder shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock, and shall be entitled, notwithstanding any provision hereof, to notice of any stockholders’ meeting in accordance with the Bylaws of this Corporation, and shall be entitled to vote, together with holders of Common Stock, with respect to any question upon which holders of Common Stock have the right to vote. The holders of Series A Preferred Stock shall vote together with all other classes and series of common and preferred stock of the Company as a single class on all actions to be taken by the Common Stock shareholders of the Company, except to the extent that voting as a separate class or series is required by law. Fractional votes shall not, however, be permitted and any fractional voting rights available on an as-converted basis (after aggregating all shares into which shares of Series A Preferred Stock held by each holder could be converted) shall be rounded to the nearest whole number (with one-half being rounded upward).
During the nine months ended September 30, 2017, the Company issued preferred shares as follows;
During the nine months ended September 30, 2017, 500,000 shares of preferred stock beneficially owned by the Company’s officer and director were cancelled (Note 4).
As of September 30, 2017, 5,000,000 shares of Series A Preferred Stock were issued.
Common stock
During the nine months ended September 30, 2017, the Company issued common shares as follows;
During the nine months ended September 30, 2017, 123,000,000 shares of common stock beneficially owned by the Company’s officer and director were cancelled (Note 1 and 4).
On July 13, 2017, the Company has reached an agreement with a vendor shareholder to return 3,000,000 shares of its common stock to treasury for cancellation.
As of September 30, 2017 and December 31, 2016, 75,692,024 and 147,492,024 shares of common stock were issued, respectively. |