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3. Stockholders' Deficit
12 Months Ended
Dec. 31, 2018
Equity [Abstract]  
Stockholders' Deficit

3.   STOCKHOLDERS’ DEFICIT

 

The Company has authorized 10,000,000 shares of preferred stock at $0.001 par value, 5,000,000 of which are designated as “Series A Convertible Preferred Stock” at $0.001 par value and 100,000,000 authorized shares of common stock at $0.001 par value (“Common Stock”).

 

Shares of Series A Convertible Preferred Stock do not accumulate dividends, and are convertible into shares of Common Stock on a one-for-one basis. Additionally, each share entitles the holder to 100 votes and, with respect to dividend and liquidation rights, the shares rank pari passu with the Company’s Common Stock.

 

On September 28, 2017, the Company entered into a Stock Repurchase and Cancellation Agreement with Gust Kepler, a Director and the President, Chief Executive Officer, Chief Financial Officer and Secretary of the Company, pursuant to which the Company repurchased 110,000 shares of Common Stock of the Company in exchange for cancellation and forgiveness of debt obligations owed by Mr. Kepler to the Company for advances in the aggregate amount of $55,000.

 

On September 28, 2017 and December 29, 2017, the Company also agreed to cancel and forgive debt obligations owed by Gust C. Kepler to the Company for advances in the aggregate amount of $25,000 in exchange for Mr. Kepler’s transfer of 50,000 shares of Common Stock for the benefit of the Company under the terms of a Services Agreement with PCG Advisory Group.

 

On September 28, 2017 and December 31, 2017 shares were issued to PCG Advisory Group, as partial payment per a Services Agreement providing for capital markets advisory and investor relations consulting services in exchange in part for stock compensation for a total of 50,000 common shares, restricted under Rule 144.

 

During the year ended December 31, 2018, the Company issued 33,000 shares of Common Stock at a cash price of $1.00 per share for a total of $33,000.