Capital Stock | 12 Months Ended |
Dec. 31, 2013 |
Capital Stock [Abstract] | ' |
Capital Stock | ' |
Note 8 - Capital Stock |
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On December 30, 2010, the Board of Directors approved a new series of common stock to effect a debt settlement. As a result, the 100,000,000 authorized shares of common stock on that date, were divided into 10,000,000 shares of series common stock ("Series Common Stock") and 90,000,000 shares of common stock ("Common Stock"). |
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Series Common Stock |
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Series Common Stock automatically converted into Common Stock upon a two-thirds vote by the holders of the Series Common Stock. The holders of Series Common Stock enjoyed certain anti-dilution rights whereby the holders of the Series Common Stock will always enjoy a 95% ownership of the Common Stock outstanding as if the holders of the Series Common Stock had converted their shares. |
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On December 30, 2010, the Company issued 8,839,869 shares of its Series Common Stock pursuant to a Securities Exchange Agreement by and among the Company, N4E, and the N4E Members. Six individual holders of the Series Common Stock entered into stock restriction agreements whereby these six individuals agreed to continue to render services to the Company for up to two years, through December 30, 2012. If an individual does not fulfill the two year term under the Stock Restriction Agreement, the Company had the right to purchase a pro-rata portion of the Series Common Stock held by that individual for $1.00. If the individual terminated his employment before December 30, 2011, then the Company had the right to repurchase, or cancel, 67% of the Series Common Stock holdings subject to the Stock Restriction Agreement. If the individual terminated his employment between December 30, 2011 and December 31, 2012, then the Company had the right to repurchase, or cancel, 33.34% of his Series Common Stock holdings. These individuals were founders of the Company and were paid separately for current services. Any changes as a result of these claw back provisions are considered to be capital and have no effect on the operations of the Company. |
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In connection with the acquisition of N4E, the Company issued 1,039,985 shares of its Series Common Stock pursuant to debt conversion agreements with the holders of the Company's Series AA Debentures and related warrants. |
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Reacquisition and Reissuance of Series Common Stock |
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During the three months ended March 31, 2012 the Company negotiated the return of 430,010 shares of Series Common Stock. The acquired Series Common Stock do not trade, therefore the Company valued such Series Common Stock using its comparable common stock equivalent. The trading price of the Common Stock on the date of reacquisition of the Series Common Stock was $0.03 per share. As a result, the Company recorded the fair value of the Series Common Stock to treasury stock in the approximate amount of $1,828,000. |
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During the three month period ended March 31, 2012, the Company issued 350,000 shares and 80,010 shares of Series Common Stock to two consultants, respectively, and recorded compensation expense of approximately $1,828,000. The compensation expense was calculated by multiplying the 430,010 shares, in the aggregate, of the Series Common Stock, on an as converted basis, by the trading price of $0.03 as of March 30, 2012. The compensation expense is reported as general and administrative expense in the statement of operations for the year ended December 31, 2012. |
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On May 24, 2012, the Company reacquired 80,100 shares of the Series Common Stock previously issued to a consultant during March 30, 2012. The trading price of the Common Stock on the date of reacquisition of the Series Common Stock was approximately $0.012 per share. As a result, the Company recorded the fair value of the Series Common Stock to treasury stock in the approximate amount of $145,000. |
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On May 28, 2012, the Company issued 80,100 shares of the previously reacquired Series Common Stock to an employee for an aggregate purchase price of $1.00. The trading price on the date of reissuance of the Company's common stock was approximately $0.012. As a result, the Company eliminated the cost of $145,000 from treasury stock and recorded the difference between the purchase price and previous acquisition cost of $145,000 as compensation expense. |
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On August 21, 2012, the effective date of the Series Common conversion to shares of common stock, as part of the conversion, the Company cancelled the common shares issued in conversion for the Series Common shares attributable to the May 28, 2012 transaction. As a result, the Company reversed the compensation expense in the amount of $145,000 previously recorded. |
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Conversion of Series Common Stock and 100:1 Reverse Split |
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In connection with actions taken at the Annual Shareholders Meeting on August 9, 2012, all Series Common Stock shares were converted into common stock at a ratio of 1.51 per share, when taking into effect a reverse split at a 100:1 ratio which was also approved at the meeting. All share amounts reflect the effect of the reverse split shares including those applicable to periods prior to the reverse stock split. |
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Common Stock |
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During the first quarter, 2011, the Company took steps to significantly reduce outstanding debts associated with the acquisition of N4E by issuance of the Company's common stock as follows: |
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On January 14, 2011, the Company entered into an agreement with Mr. Richard Smyth, pursuant to which the Company issued 24,715 shares of common stock valued at $49,430, in payment of consulting services rendered to N4E in connection with the formation and development of the strategy and business plans of N4E. |
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On January 14, 2011, the Company entered into an agreement with Meshugeneh LLC, pursuant to which the Company issued 42,500 shares of common stock valued at $85,000 in payment of consulting services rendered to N4E in connection with the formation and development of the strategy and business plans of N4E. |
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On January 14, 2011, the Company entered into an agreement with Betsey V. Peterzell, pursuant to which the Company issued 10,750 shares of common stock valued at $51,500 in payment of legal services rendered to N4E. |
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On January 14, 2011, the Company entered into an agreement with Michael Baybak, pursuant to which the Company issued 20,000 shares of common stock valued at $40,000 for services rendered to the Company in connection with the acquisition of N4E. |
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On March 1, 2011, as amended June 1, 2011, the Company entered into an agreement with Viraxid Corporation, pursuant to which the Company issued 8,333 shares of common stock valued at $41,666 for accounting and bookkeeping services rendered to N4E. |
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On March 1, 2011, the Company entered into an agreement with Gerald F. Sullivan, Chairman, pursuant to which the Company issued 17,000 shares of common stock valued at $85,000 for services rendered to the Company in connection with the formation and development of strategy and business plans of N4E. These were issued on March 31, 2011. |
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On October 24, 2011, the Company entered into an agreement with Gerald F. Sullivan, Chairman, pursuant to which the Company issued 2,000 shares of common stock valued at $40,000, as an incentive bonus. These were issued on October 24, 2011. |
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On March 1, 2011, the Company entered into an agreement with Stephen C. Carlson, CEO, pursuant to which the Company issued 9,666 shares of common stock valued $48,334, for consulting services rendered to N4E in connection with the development of strategy and business plans of N4E and for services rendered to the Company as CEO during the first quarter of 2011. These were issued on March 31, 2011. |
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On October 1, 2011, the Company entered into an agreement with Stephen C. Carlson, CEO, pursuant to which the Company issued 5,967 shares of common stock valued $119,349 to convert debt for services as CEO for the period April 1, 2011 to September 30, 2011. These were issued on October 3, 2011. |
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On October 24, 2011, the Company entered into an agreement Stephen C. Carlson, CEO, pursuant to which the Company issued 2,000 shares of common stock valued at $40,000, as an incentive bonus. These were issued on October 24, 2011. |
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On March 1, 2011, the Company entered into an agreement with Oswald A. Gayle, CFO, pursuant to which the Company issued 4,722 shares of common stock valued at $23,614 for services rendered to the Company as CFO during the first quarter of 2011. |
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On October 1, 2011, the Company entered into an agreement with Oswald A. Gayle, CFO, pursuant to which the Company issued 6,611 shares of common stock valued at $132,235 to convert debt for services as CFO for the period April 1, 2011 to September 30, 2011. |
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On October 24, 2011, the Company entered into an agreement Oswald A. Gayle, CFO, pursuant to which the Company issued 2,000 shares of common stock valued at $40,000, as an incentive bonus. These were issued on October 24, 2011. |
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On October 24, 2011, the Company entered into an agreement with Dr. Amy Savage-Austin, a director, pursuant to which the Company issued 2,000 shares of common stock valued at $40,000 as an incentive bonus. These were issued on October 24, 2011. |
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On October 24, 2011, the Company entered into an agreement with Dr. Gerry L. Bedore, Jr., a key advisor, pursuant to which the Company issued 10,000 shares of common stock valued at $200,000 as an incentive bonus. These were issued on October 24, 2011. |
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On October 24, 2011, the Company entered into an agreement with Dr. Timothy G. Drake, a key advisor, pursuant to which the Company issued 10,000 shares of common stock valued at $200,000 as an incentive bonus. These were issued on October 24, 2011. |
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On November 18, 2011, the Company entered into an agreement with Robert Copenhaver, a director, pursuant to which the Company issued 10,000 shares of common stock valued at $130,000 as an incentive bonus. These were issued on November 18, 2011. |
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On November 18, 2011, the Company entered into an agreement with Michael Hanlon, a director, pursuant to which the Company issued 10,000 shares of common stock valued at $130,000 as an incentive bonus. These were issued on November 18, 2011. |
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On November 18, 2011, the Company entered into an agreement with William W. Hanby, a key advisor, pursuant to which the Company issued 10,000 shares of common stock valued at $130,000 as an incentive bonus. These were issued on November 18, 2011. |
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For the period January 1, 2011 through December 31, 2011, the Company sold 5,714 shares at a price of $0.0175 per share or $10,000 in the aggregate to one accredited investor. |
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During the year ended December 31, 2012, the Company issued the following shares of Common Stock: |
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In January, 2012, the Company issued 5,328 shares of common stock valued at approximately $21,000, or $4.00 per share, to Oswald Gayle, the former CFO, in full satisfaction of all amounts owed to him for his services. As a part of his resignation he tendered 200,000 shares of series common stock which he had acquired as a result of his position as a founding member of NEWCO4EDUCATION, LLC. |
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In January, 2012, the Company issued 5,576 shares of common stock valued at approximately $22,000, or $4.00 per share, to Steve Carlson, the former CEO, in partial satisfaction of amounts owed to him for his services. |
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In February 2012, the Company issues 10,000 shares of common stock values at $30,000, or $3.00 per share, to The Partnership of Atlanta Incorporated for consulting services. |
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In June 2012, the Company issued 50,000 shares of restricted common stock valued at $30,000, or $0.60 per share, to five individuals in partial satisfaction of certain amounts owed to Meshugeneh LLC for consulting services. An additional 500,000 shares were issued in connection with this transaction in September 2012. |
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In August 2012, 14,947,216 shares of common stock were issued in connection with the conversion of the series common into common stock. |
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In September 2012, the Company rescinded the series common issued and converted into 120,055 shares of common stock to an individual in connection with compensation for services valued at $145,000. |
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On September 30, 2012, the Company issued 257,000 shares of common stock valued at $513,370 or $2.00 per share to Richard Smyth and Meshugeneh, LLC in satisfaction of accounts payable balances owed for services and expense advances made on behalf of the Company. |
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On October 3, 2012, the Company issued 500,000 shares of its common stock at a value of $0.05 per share, for a total value of $25,000, to Steeltown Consulting Group, LLC in connection with consulting services. |
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On October 30, 2012, the Company issued 500,000 shares of its common stock at a value of $1.25 per share for a total value of $625,000, to Ahmad Arfaania in connection with consulting services. |
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In December 2012, the Company issued 800,000 shares of common stock valued at $512,000 or $0.64 per share to various Board of Directors members for services. In addition the Company issued 750,000 shares of common stock valued at $480,000 or $0.64 per share to various members of the Board of Directors for services to be rendered in 2013. The value of these shares will be expensed ratably in 2013. |
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In December 2012, the Company issued 200,000 shares of common stock to its Chief Executive Officer valued at $128,000 or $0.64 per share for past and future services. |
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In December 2012, the Company issued 80,000shares of common stock to two consultants valued at $51,200 or $0.64 per share for consulting services. |
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Effective August 9, 2012, the Company's stockholders approved an increase in authorized capital stock to 500 million shares. |
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Through 2013 year-to- date, the Company issued the following shares of Common Stock: |
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On April 25, 2013, the Company issued 257,040 shares of common stock valued at $59,376 or $0.23 per share for the settlement of accounts payable. |
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On May 1, 2013, the Company issued 27,754 shares of common stock valued at $6,500 or $0.23 per share for consulting services. |
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On May 30, 2013, the Company issued 316,905 shares of common stock valued at $58,000 or $0.18 per share for the purchase of intangible assets. |
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On June 1, 2013, the Company issued 50,497 shares of common stock valued at $10,000 or $0.20 per share for consulting services. |
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On July 1, 2013, the Company issued 39,394 shares of common stock valued at $6,500 or $0.165 per share for consulting services pursuant to a Consulting Agreement. |
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On July 1, 2013, the Company issued 21,212 shares of common stock valued at $3,500 or $.165 per share for consulting services pursuant to a Consulting Agreement. |
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On August 1, 2013, the Company issued 26,860 shares of common stock valued at $6,500 or $0.2420 per share for consulting services pursuant to a Consulting Agreement. |
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On August 1, 2013, the Company issued 14,463 shares of common stock valued at $3,500 or $.2420 per share for consulting services pursuant to a Consulting Agreement. |
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On August 16, 2013, the Company issued 300,000 shares of common stock valued at $24,000 for the purchase of intangible assets pursuant to an Asset Purchase Agreement between the Company and the principals of PLC Consultants, LLC. |
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On August 17, 2013, the Company issued 14,463 shares of common stock valued at $3,500 or $.2420 per shares for consulting services pursuant to a Consulting Agreement. |
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On September 1, 2013, the Company issued 65,657 shares of common stock valued at $6,500 or $.099 per share for consulting services pursuant to a Consulting Agreement. |
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On September 1, 2013, the Company issued 35,354 shares of common stock valued at $3,500 or $.099 per share for consulting services pursuant to a Consulting Agreement. |
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On September 1, 2013, the Company issued 35,354 shares of common stock valued at $3,500 or $.099 per shares for consulting services pursuant to a Consulting Agreement. |
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On September 30, 2013 the Company issued 450,000 shares of common stock to Neal Sessions, valued at $.05 per share in conversion of all outstanding expenses, at an expense of $22,500 to the Company, in conjunction with his resignation from all positions with the Company. |
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On September 30, 2013 the Company issued 94,392 shares of common stock valued at $4,720 or $.05 as a one time bonus for work performed under a Consulting Agreement. |
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On September 30, 2013 the Company issued 300,183 shares of common stock valued at $15,009 or $.05 as a one time bonus for work performed under a Consulting Agreement. |
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On September 30, 2013 the Company issued 307,512 shares of common stock valued at $15,376 or $.05 as a one time bonus for work performed under a Consulting Agreement. |
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On September 30, 2013 the Company issued 50,000 shares of common stock valued at $2,500 or $.05 for the conversion of an outstanding debt. |
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During the three months ended December 31, 2013, the Company issued 8,197,517 shares of common stock pursuant to Consulting Agreements. The stock issued was fair valued at prices ranging from $0.04 to $0.12 per share for a total fair value of $402,044. |
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During the three months ended December 31, 2013, the Company issued 1,450,000 shares of common stock in accordance with the Company's Board of Directors' compensation policy. The shares issued were fair valued at prices ranging from $0.04 to $0.09 for a total fair value of $92,700. |
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During the three months ended December 31, 2013, the Company issued 1,250,000 shares of common stock in conversion of outstanding debts. The stock issued was fair valued at $0.09 per share for a total fair value of $93,702. |