We have the obligation to issue additional shares of our Class A Common Stock in the future. The issuance of such additional shares of common and preferred stock may depress the price of our common stock and cause dilution to existing shareholders.
We have both the ability as well as outstanding obligations to issue additional shares of common stock in the future. These include the following:
· As of May 11, 2015, there were 1,800,000,000 shares of common stock reserved for issuance upon conversion of a convertible note payable agreement with KBM Worldwide, Inc.
· As of May 11, 2015, there were 60,000,000 shares of common stock reserved for issuance upon conversion of a convertible note payable agreement with GG Mars, Inc.
· May 11, 2015, there were 158,630,176 shares of common stock reserved for issuance upon conversion of a convertible note payable agreement with LG Capital, Inc.
· As of May 11, 2015, there were 443,000,000 shares of common stock reserved for issuance upon conversion of a convertible note payable agreement with LG Capital, Inc.
· As of May 11, 2015, there were 800,000,000 shares of common stock reserved for issuance upon conversion of a convertible note payable agreement with Vis Vires.
We also have outstanding obligations to issue additional shares of common stock in the future related to conversions of Preferred Stock and Convertible Class B Common Stock, provided that we do not currently have a sufficient number of authorized but unissued shares to issue such securities, given our 6,000,000,000 total authorized shares. These shares are held entirely by our CEO and other related parties who have the ability to amend the Articles of Incorporation and increase the authorized shares as necessary without the approval or consent of our minority shareholders. These include the following:
· As of April 10, 2015, there were 4,078,038,438 shares of common stock reserved for issuance upon conversion of 1,000 shares of outstanding Convertible Series A Preferred Stock.
· As of April 10, 2015, there were 679,673,073 shares of common stock reserved for issuance upon conversion of 1,000 shares of outstanding Convertible Series B Preferred Stock.
· As of April 10, 2015, there were 8,831,166,600 shares of common stock reserved for issuance upon conversion of 2,943,722,200 shares of outstanding Convertible Series B Preferred Stock.
· As of April 10, 2015, there were 23,000,000 shares of common stock reserved for issuance upon conversion of a Convertible Class B Common Stock.
Any shares of common stock issued pursuant to these conversions would further dilute the percentage ownership of existing stockholders. We may issue additional shares in the future other than as listed above. There are no preemptive rights in connection with our common stock. Thus, the percentage ownership of existing stockholders may be diluted if we issue additional shares in the future. Our Board of Directors intends to use its reasonable business judgment to fulfill its fiduciary obligations to our then existing stockholders in connection with any such grant. Nonetheless, future issuances of additional shares pursuant to conversions granted could cause immediate and substantial dilution to the net tangible book value of shares of common stock issued and outstanding immediately before such transaction. Any future decrease in the net tangible book value of such issued and outstanding shares could materially and adversely affect the market value of the shares. Additionally, our Board of Directors is authorized to issue shares of preferred stock in one or more series and to fix the voting powers, preferences and other rights and limitations of the preferred stock. Shares of preferred stock may be issued by our Board of Directors without shareholder approval, with voting powers and such preferences and relative, participating, optional or other special rights and powers as determined by our Board of Directors, which may be greater than the shares of common stock currently outstanding. As a result, shares of preferred stock (similar to the above) may be issued by our Board of Directors which cause the holders to have majority voting power over our shares, provide the holders of the preferred stock the right to convert the shares of preferred stock they hold into shares of our common stock, which may cause substantial dilution to our then common stock shareholders and/or have other rights and preferences greater than those of our common stock shareholders including having a preference over our common stock with respect to dividends or distributions on liquidation or dissolution.
