Capital Stock and Capital Stock Transactions

9 Months Ended

Sep. 30, 2015

Capital Stock and Capital Stock Transactions

16. Capital Stock and Capital Stock Transactions

A. Preferred Stock

On December 26, 2007, the Company filed an amendment to its articles of incorporation to the effect of (a) increasing the number of authorized shares of Common Stock to 2 billion from 500 million and (b) authorizing up to 10 million shares of serial preferred stock, with the Company’s board having the authority to establish, from time to time, classes and series of such serial preferred stock and the voting powers, designations, preferences, limitations, restrictions and relative rights of each such class or series. The amendments, which were approved in a manner consistent with applicable Nevada law, had been the subject of a definitive information statement filed with the SEC on December 4, 2007.

The Company has 10,000,000 shares of preferred stock authorized of which 6,100,000 shares were designated in four series as follows:

	●	Series A Senior Convertible Voting Non-Redeemable Preferred Stock (the “Series A Preferred”) - 2,500,000 shares authorized, 2,293,750 shares issued and outstanding;

	●	Series B Senior Subordinated Convertible Voting Redeemable Preferred Stock (the “Series B Preferred”) - 1,500,000 shares authorized, 1,250,000 shares issued and outstanding;

	●	Series C Senior Subordinated Convertible Voting Redeemable Preferred Stock (the “Series C Preferred”) - 2,000,000 shares authorized, 1,828,569 shares issued and outstanding; and

	●	Series D Senior Convertible Voting Redeemable Preferred Stock (the “Series D Preferred”) -shares, 100,000 shares authorized, 100,000 shares issued and outstanding.

Each share of Series A Preferred, Series B Preferred and Series C Preferred Stock are convertible, at any time, into 100 restricted shares of Common Stock.

The Company Preferred Stock has liquidation rights as follows: The Series A Preferred is senior in liquidation preference to all other series or classes of capital stock, preferred or common; the Series B Preferred is senior in liquidation preference to all series or classes of capital stock other than the Series A Preferred; the Series C Preferred is senior in liquidation preference to all classes of Common Stock.

Terms of the Series D Preferred include the following:

	●	Each share of Series D Preferred has a liquidation preference of $1.00 per share.

	●	Each share of Series D Preferred shall entitle its holder to 10,000 votes on all matters submitted to the vote of stockholders of the Company.

	●	Prior to December 31, 2020, the Company has the right, but not the obligation, to redeem the then outstanding shares of Series D Preferred at a rate of $1.00 per share.

	●	Each share of Series D Preferred is convertible into 1,000 shares of Company Common Stock.

Issuance of Preferred Stock

There were no issuances, conversions or redemptions of Preferred Stock during the three and nine month periods ended September 30, 2015.

B. Common Stock.

We have 2,000,000,000 shares of common stock, par value $.001 per share, authorized. At September 30, 2015 and December 31, 2014 there were 673,842,729 and 74,721,445 shares issued and outstanding, respectively.

Common Stock Issuances

On April 10, 2013, the Company entered into a Consulting Agreement with Mirador for an initial nine month term that may be renewed for successive nine month terms. In exchange for these consulting services, the Company issued Mirador 1,000,000 shares of Company unregistered common stock valued at $160,000 or $0.16 per share on the date of the agreement. This amount was included in prepaid expenses and was amortized over the nine month as per term of the agreement during 2013. The shares were issued to Mirador on July 27, 2013.

On February 7, 2014, the Company’s board of directors approved the following transactions for the issuance of 1,250,000 shares of its common stock that were issued during the three months ended June 30, 2014:

1.	An individual acquired 400,000 shares of restricted common stock at the purchase price of $0.075 per share or $30,000.

2.	The Board accepted the assignment of a third party Advisory Agreement from Summit and issued 100,000 shares of the Company’s restricted common stock as total and complete consideration for the advisor provided services to Summit on behalf of the Company. These shares were valued at $9,000 or $0.09 per share, the closing stock price on February 7, 2014 and expensed at that time.

3.	The Board approved the issuance of 750,000 shares of the Company’s restricted common stock to two key Seaniemac consultants at $0.07 per share. The total value of these shares of $52,500 was expensed as compensation in February 2014.

On March 17, 2014, the Company issued 650,000 shares of its unregistered common stock to Corporate Ads, LLC valued at $0.055 per share or $35,750 in exchange for performing consulting services for one year. (See Note 5).

On March 13, 2014, the Company entered into a Settlement Agreement and Stipulation with IBC Funds, LLC (“IBC”), an unrelated third party. Pursuant to this agreement, IBC acquired $100,885 of Company liabilities from certain creditors. IBC agreed to accept 310,000 shares as a settlement fee in accordance with Section 3(a)(10) of the Securities Act that were valued at $0.06 per share, the March 13, 2014 closing price amounted to $17,398.

On May 13, 2014, the Company entered into a second Settlement Agreement and Stipulation with IBC whereby IBC agreed to acquire $50,000 of Company liabilities from certain creditors.

On July 17, 2014, the Company entered into a third Settlement Agreement and Stipulation with IBC whereby IBC agreed to acquire $100,000 of Company liabilities from certain creditors.

The Company issued 8,336,200 shares, 11,583,900 shares and 10,421,000 shares in regards to above settlements during the year ended December 31, 2014 to IBC in full settlement of the acquired liabilities.

During the nine months ended September 30, 2015, the Company converted debt and accrued interest totaling $445,497 into 599,121,284 shares of common stock and their related derivative liability amounted to $513,143 reclassified into additional paid in capital.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/presentationRef
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-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Preferred Stock
-URI http://asc.fasb.org/extlink&oid=6521494

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Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
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Reference 15: http://www.xbrl.org/2003/role/presentationRef
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+ Details

Seaniemac International, Ltd. 10-Q