STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2013 |
STOCKHOLDERS' EQUITY {1} | ' |
STOCKHOLDERS' EQUITY | ' |
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4. STOCKHOLDERS' EQUITY |
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At September 30, 2013 and December 31, 2012, the Company has 10,000,000 |
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Preferred shares authorized with a par value of $0.001 per share and 250,000,000 |
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Common shares authorized with a par value of $0.001 per share. At September 30, |
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2013 and December 31, 2012, the Company has 82,700,034 and 69,566,701 Common |
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shares issued and outstanding, respectively and no Preferred shares issued and |
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outstanding. |
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In the fiscal year ending December 31, 2006, 18,000,000 shares of the Company's |
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Common stock were issued to the directors of the Company pursuant to a stock |
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subscription agreement at $0.001 per share for total proceeds of $18,000. |
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In the fiscal year ending December 31, 2007, 18,000,000 shares of the Company's |
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Common stock were issued at a price of $0.002 per share for gross proceeds of |
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$36,000.00 |
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On March 24, 2010, 18,621,500 shares of the Company's Common stock were issued |
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and issuable pursuant to a Commitment Agreement ("Agreement") dated January 12, |
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2010 with Taste of Aruba (U.S.), Inc. ("TOA"), a related party (see Note 5, |
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"Related Party Transactions"), for a definitive Product Purchase Agreement |
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("PPA") with TOA for the Company to provide preforms for biodegradable bottles |
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thru December 31, 2015, which did not result in proceeds to the Company (see |
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Note 3 "Intangibles"). The Commitment Agreement provided for one share of the |
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Company's Common shares to be issued for every two shares of TOA shares |
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outstanding. The 18,379,000 shares issued to TOA shareholders was originally |
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18,621.500 shares, but two shareholders (105,000 shares) were inadvertently left |
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off the shareholder list and three shareholders (347,500 shares) originally on |
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the shareholder list should not have been, a net reduction of 242,500 shares. |
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The Company valued the 18,379,000 shares at $0.001 per share because it |
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determined the fair value of the shares was more reliably determinable than the |
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value of the PPA, the transaction predated market activity in the Company's |
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Common shares which began February 19, 2010, the number of shares issued |
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pursuant to the Agreement represented 33% of the total shares outstanding after |
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the issuance and almost four times the total 2010 traded volume of the Company's |
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Common shares. The issuable shares were issued on January 13, 2011. |
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On May 15, 2010, 6,000 shares of the Company's Common shares were issued at |
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$0.333 per share for $2,000 to a non-related party, at a discount to the closing |
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price on May 14, 2010. |
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On May 22, 2010, 400 shares of the Company's Common shares were issued at $0.333 |
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per share for $132 to a non-related party, at a discount to the closing price on |
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May 19, 2010. |
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On December 14, 2010, 470,000 shares of the Company's Common shares were issued |
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at $0.15 per share for $70,500 to a non-related party, at a discount to the |
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closing price on December 13, 2010. The Common shares were issued on January 13, |
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2011 |
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On December 30, 2010, 717,600 shares of the Company's Common shares were issued |
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in exchange for non-interest bearing loans made by Mr. Terry Neild, Chairman of |
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the Board and officer to the Company, at $0.25 per share, the closing price on |
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December 29, 2010 (See Note 5 "Related Party Transactions."). |
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On January 13, 2011, 250,000 Common shares previously issued to a consultant to |
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provide investor relations services were forfeited and cancelled for |
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non-performance. |
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On January 27, 2011, the Company issued 200,000 Common shares in connection with |
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a consulting agreement for investor relations services with Falcon Financial |
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Partners LLC. The shares were valued at $0.17 per share, the closing price of |
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its Common shares on the OTC.BB. The $34,000 value was expense in the quarter |
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ended March 31, 2011. |
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On February 7, 2011, the Company issued 1,000,000 Common shares to Martin R. |
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Nason, as part of an employment contract as Chief Executive Officer, President |
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and Chief Financial Officer. The shares were valued at $0.12 per share, the |
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closing price of its Common shares on the OTC.BB. The $120,000 value was |
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expensed in the quarter ended March 31, 2011. |
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On February 7, 2011, the Company issued 1,000,000 Common shares to Auspice |
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Capital LLC, a related party (see Note 5 "Related Party Transactions") for a |
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verbal agreement for investor relations, consulting services and assistance to |
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the Company in raising cash equity. The shares were valued at $0.12 per share, |
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the closing price of its Common shares on the OTC.BB. The $120,000 value was |
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expensed in the quarter ended March 31, 2011. |
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On February 25, 2011 the Board of Directors approved selling up to six million |
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Common shares at $0.15 per share to raise cash equity to provide working capital |
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and/or equipment to commence operations. On February 24, 2011, the closing price |
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of its Common shares on the OTC.BB was $0.23 per share. The Board considered |
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numerous factors to determine the discounted $0.15 price, including but not |
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limited to, the average number of shares traded per day over the previous |
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several months, the high, low and closing price range over the previous several |
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months, the lack of liquidity for the Common shares and the lack of credit |
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availability. |
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On March 4, 2011, the Company sold 633,667 Common shares for $95,050 cash at |
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$0.15 per share to four (4) non-related parties. A 10% finder's fee of $9,505 |
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was paid, which was charged to Additional Paid-In Capital. |
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On March 31, 2011, the Company sold 50,000 Common shares for $7,500 cash at |
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$0.15 per share to a non-related party. A 10% finder's fee of $750 was paid, |
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which was charged to Additional Paid-In Capital. |
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On April 21, 2011, the Company sold 333,334 Common shares for $50,000 cash at |
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$0.15 per share to a non-related party. |
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On June 17, 2011, the Company issued 750,000 shares to its Chairman for $48,750 |
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at $0.065 per share (the closing price of the Common shares on June 17, 2011) |
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for reimbursement for investor relations services paid by the Chairman to |
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non-related vendors. The $48,750 was expensed in the quarter ending June 30, |
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2011 |
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On June 17, 2011, the Company issued 1,500,000 shares to its President and Chief |
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Executive Officer for $97,500 cash at $0.065 per share (the closing price of the |
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Common shares on June 17, 2011) as compensation. The $97,500 was expensed in the |
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quarter ending June 30, 2011. |
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On April 11, 2012, the Company issued 250,000 shares at $0.18 per share (the |
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closing price of the Common shares on April 11, 2012) to its Vice President in |
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exchange for $45,000 owed to the Vice President for prior services rendered. |
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(see Note 5, "Related Party Transactions"). |
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On June 20, 2012, the Company agreed to issue ("issuable') 4,250,000 shares at |
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$0.17 per share (the closing price of the Common shares on June 20, 2012) for a |
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total value of $722,500. Of the 4,250,000 shares, 500,000 shares with a value of |
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$85,000 were for services by its Vice President; 750,000 shares with a value of |
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$127,500 were for investor relations services by its Chairman; 3,000,000 shares |
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with a value of $510,000 was for a committed five-year employment agreement by |
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its Chief Executive Officer, President and Chief Financial Officer. The $722,500 |
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was expensed in the quarter ending Jun 30, 2012 and the 4,250,000 issuable |
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shares were issued on July 5, 2012. |
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On July 17, 2012, the Company agreed to issue 3,000,000 shares at $0.15 per |
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share (the closing price of the Common shares on July 17, 2012) for a value of |
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$450,000 to Shoreline Consulting International for investor relations services, |
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in connection with the Company's consulting agreements with Rathbourne |
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Mercantile Ltd. and Lankford Consulting International, Inc. and the private |
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equity fund ARG Vermogensverwaltung AG (see Note 6 "Rathbourne Mercantile Ltd. |
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Consulting Agreement"). |
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On August 3, 2012, the Company agreed to issue 250,000 shares at $0.22 per share |
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(the closing price of the Common shares on August 3, 2012) for a value of |
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$55,000 to Rathbourne Mercantile, Ltd. (see Note 6 "Rathbourne Mercantile Ltd |
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Consulting Agreement") for consulting services. The $55,000 was expensed in the |
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quarter ending September 30, 2012. |
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On August 30, 2012, the Company agreed to issue 300,000 shares at $0.24 per |
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share (the closing price of the Common shares on August 30, 2012) for a value of |
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$72,000 to South Corner LLC for consulting and investor relations services. The |
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$72,000 was expensed in the quarter ending September 30, 2012. |
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On October 17, 24, 25, 2012 and November 14, 2012, the Company issued 426,700 |
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shares for $64,000 in cash to non-related parties, at $0.15 per share, a |
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discount from the October 17, 2012, the commitment date closing price of $0.29 |
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per share. The discount is due to volatility, lack of liquidity and restrictions |
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on the Company's Common shares on the OTC.BB. |
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On December 12, 2012, the Company issued 150,000 restricted Common shares for |
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consulting and investor relations services for $33,000, at $0.22 per share, the |
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closing price of the Company's Common shares on the OTC.BB. The amount was |
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expensed in the quarter ending December 31, 2012. |
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On December 27, 2012, the Company issued 150,000 shares for consulting and |
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investor relations services for $22,500, at $0.15 per share, the closing price |
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of the Company's common shares on the OTC.BB. The amount was expensed in the |
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quarter ending December 31, 2012. |
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On January 15, 2013, the Company entered into a Rescission Agreement regarding |
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the August 30, 2012 and December 12, 2012 issuances of 300,000 restricted Common |
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shares and 150,000 restricted Common shares, respectively, due to the Company's |
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inability to utilize the Consultant's services as expected during the terms of |
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each of the two consulting and investor relations services agreements. The |
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Company reversed the $72,000 and $33,000 originally recorded in the quarters |
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ending September 30, 2012 and December 31, 2012, respectively. |
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On February 13, 2013, the Company signed a Consulting Agreement with the same |
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group and issued a total of 450,000 restricted Common shares at $0.15 per share, |
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the closing price of the Company's Common shares on the OTC.BB. The Company |
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expensed $67,500 in the quarter ending March 31, 2013. |
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On April 17, 2013, the Company signed two Agreements To Serve On Board Of |
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Directors with two new independent Board of Director members and issued a total |
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of 600,000 restricted Common shares, 300,000 to each, at $0.10 per share, the |
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closing price of the Company's common shares on the OTC.BB. The Company expensed |
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$60,000 in the quarter ending June 30, 2013. |
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On May 20, 2013, the Company signed a Debt Settlement Agreement and issued |
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1,000,000 restricted Common shares in exchange for $50,000 in Accounts Payable |
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due to a creditor, at $0.05 per share, a 28.6% discount from the closing price |
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of the Company's freely-traded Common shares of $0.07 on the OTC.BB. |
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On June 24, 2013, the Company signed three Debt Settlement Agreements and issued |
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at total of 11,033,333 restricted Common shares in exchange for a total of |
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$662,000 in amounts Due To Related Parties and Non-Interest Bearing Loans From |
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Related Parties, of which $92,000 was owed to its Chairman ($41,750 Due To |
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Related Parties and $50,250 Non-Interest Bearing Loans From Related Parties), |
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$510,000 was owed to its Chief Executive Officer and President ($510,000 Due To |
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Related Parties) and $60,000 owed to its Vice President of Sales and Technical |
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Services ($18,000 in Due To Related Parties and $42,000 in Non-Interest Bearing |
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Loans From Related Parties). The debt settlement was at $0.06 per share, a 14.3% |
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discount from the closing price of its freely-traded shares of $0.07 on the |
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OTC.BB. |
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On July 20, 2013, the Company sold 400,000 restricted Common shares to |
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non-related parties at $0.05 per share for cash of $20,000, at a 28.6% discount |
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from the closing price of the Company's freely-traded Common shares of $0.07 on |
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the OTC.BB on July 19, 2013. |
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On July 22, 2013, the Company issued 100,000 restricted Common shares at $0.08 |
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per share, for a total of $8,000, for services from a non-related party |
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consultant. The $8,000 was expensed in the quarter ending September 30, 2013. |
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On August 27, 2013, the Company rescinded and canceled 300,000 restricted Common |
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shares at $0.06 per share, for a total of $18,000, from its Vice President of |
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Sales and Technical Services, who on June 24, 2013 (see above) signed a Debt |
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Settlement Agreement for $60,000. |
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On September 26, 2013, the Company signed a Debt Settlement Agreement with its |
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Chief Executive Officer and President for 300,000 restricted Common shares at |
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$0.06 per share, for a total of $18,000, a 25% discount from the closing price |
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of the Company's freely-traded Common shares of $0.08 on the OTC.BB. |
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