Stockholders' Equity

9 Months Ended

Sep. 30, 2016

NOTE 7 – STOCKHOLDERS’ EQUITY

Common Stock

On June 8, 2015 the Company issued an aggregate of 33,000,000 shares of common stock to various investors in conversion of $122,624 in outstanding debts. The shares were valued at approximately $0.04 per share, being the listed market price of the stock on the date of issuance. Pursuant to this transaction the debts were satisfied in full, and the Company recognized a loss on settlement of debt in the amount of $501,776.

As a result of the issuance of the 33,000,000 shares of common stock and the execution by all of the Purchasers, of an Irrevocable Proxy dated 2015 in favor of Ms. Sharon Will, and the private sale of 9,476,150 shares of common stock from the Purchasers to MCB Network, Corp. and Ms. Will, voting control of the Company shifted from the original note holders to MCB and Ms. Will.

Pursuant to a Proxy Cancellation Notice dated as of March 11, 2016, the Irrevocable Proxy and Lock-Up Agreements dated as of July 2015 were cancelled. Accordingly, the proxies granted under the Proxy Agreements by certain shareholders of the Company to Sharon Will, the Company’s then President and Director, and the control person of MCB, which entitled Ms. Will the right to vote an aggregate of 42,476,150 shares of the Company’s common stock, were cancelled, effective as of the date of the Cancellation Notices. The shareholders who executed the Proxy Agreements and granted the proxies thereunder are now deemed the beneficial owners of the 42,476,150 shares of the Company’s common stock.

As a result of the sale of 9,476,150 shares of restricted common stock of the Company to the Purchasers by MCB; and the cancellation of the proxies to vote 42,476,150 shares of restricted common stock granted to Ms. Will, Ms. Will no longer beneficially owns 42,476,150 shares (90.58%) of the Company’s common stock and therefore does not have voting control of the Company.

On July 18, 2016, in connection with the July 1 Offering, the Company issued 9,000,000 restricted shares of common stock to third parties. The shares were valued at relative fair value in the amount of $59,190.

On July 19, 2016, in connection with the July 1 Offering, the Company issued 3,000,000 restricted shares of common stock to an officer of the Company. The shares were valued at relative fair value in the amount of $18,086.

On September 6, 2016, the Company entered into a consulting agreement with Ms. Sharon Will, the Company’s former Director, to assist the Company transition to its new operations. The Company agreed to issue Ms. Will 500,000 shares of common stock and valued those shares based on the market price on the agreement date of $0.072, recognizing $36,000 of consulting expense.

On September 9, 2016, in connection with the July 1 Offering the Company issued 3,000,000 restricted shares of common stock to a third party. The shares were valued at relative fair value in the amount of $18,086.

Warrants

On June 3, 2016, pursuant to an agreement with David Baum, the Company’s CFO and COO, the Company issued warrants to purchase 5,000,000 shares of common stock. The stock is exercisable for a period of 3 years at a price of $0.001 per share commencing six months after the date of the issue date. The Company recognized $130,038 in stock based compensation during the period for the fair value of these warrants based on a Black-Scholes option-pricing model. The Company will recognize an additional $69,936 in stock-based compensation in connection with these warrants.

On June 3, 2016, pursuant to an agreement with Sean Martin, the Company’s CEO, the Company issued warrants to purchase 10,000,000 shares of common stock. The stock is exercisable for a period of 5 years at a price of $0.001 per share commencing six months after the date of the issue date. The Company recognized $260,019 in stock based compensation during the period for the fair value of these warrants based on a Black-Scholes option-pricing model. The Company will recognize an additional $139,891 in stock-based compensation in connection with these warrants.

A summary of the Company’s warrant activity during the nine months ended September 30, 2016 is presented below:

	September 30, 2016
Volatility		381.3 % - 412.7	%
Expected remaining term (in years)		3 - 5
Risk-free interest rate		.92% - 1.23	%
Expected dividend yield		None

					Weighted
			Weighted		Average
			Average		Remaining		Aggregate
	Number of		Exercise		Contractual		Intrinsic
Warrants	Shares		Price		Term		Value
Balance Outstanding, December 31, 2015		-	$	-		-	$	-
Granted		15,000,000		0.001		4.01		-
Forfeited		-		-		-		-
Exercised		-		-		-		-
Expired		-		-		-		-
Balance Outstanding, September 30, 2016		15,000,000	$	0.001		4.01	$	312,000

Exercisable, September 30, 2016		-	$	-		-	$	-

- 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

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+ Details

Uplift Nutrition, Inc. 10-Q