STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2014 |
STOCKHOLDERS' EQUITY | ' |
STOCKHOLDERS' EQUITY | ' |
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At June 30, 2014 and December 31, 2013, the Company has 10,000,000 Preferred |
shares authorized with a par value of $0.001 per share and 250,000,000 Common |
shares authorized with a par value of $0.001 per share. At June 30, 2014 and |
December 31, 2013, the Company has 94,771,701 and 92,700,034 Common shares |
issued and outstanding, respectively and no Preferred shares issued and |
outstanding. |
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In the fiscal year ending December 31, 2006, 18,000,000 shares of the Company's |
Common stock were issued to the directors of the Company pursuant to a stock |
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 |
Common stock were issued at a price of $0.002 per share for gross proceeds of |
$36,000.00 |
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On March 24, 2010, 18,621,500 shares of the Company's Common stock were issued |
and issuable pursuant to a Commitment Agreement ("Agreement") dated January 12, |
2010 with Taste of Aruba (U.S.), Inc. ("TOA"), a related party (see Note 5, |
"Related Party Transactions"), for a definitive Product Purchase Agreement |
("PPA") with TOA for the Company to provide preforms for biodegradable bottles |
thru December 31, 2015, which did not result in proceeds to the Company (see |
Note 3 "Intangibles"). The Commitment Agreement provided for one share of the |
Company's Common shares to be issued for every two shares of TOA shares |
outstanding. The 18,379,000 shares issued to TOA shareholders was originally |
18,621.500 shares, but two shareholders (105,000 shares) were inadvertently left |
off the shareholder list and three shareholders (347,500 shares) originally on |
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 |
determined the fair value of the shares was more reliably determinable than the |
value of the PPA, the transaction predated market activity in the Company's |
Common shares which began February 19, 2010, the number of shares issued |
pursuant to the Agreement represented 33% of the total shares outstanding after |
the issuance and almost four times the total 2010 traded volume of the Company's |
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 |
$0.333 per share for $2,000 to a non-related party, at a discount to the closing |
price on May 14, 2010. |
|
On May 22, 2010, 400 shares of the Company's Common shares were issued at $0.333 |
per share for $132 to a non-related party, at a discount to the closing price on |
May 19, 2010. |
|
On December 14, 2010, 470,000 shares of the Company's Common shares were issued |
at $0.15 per share for $70,500 to a non-related party, at a discount to the |
closing price on December 13, 2010. The Common shares were issued on January 13, |
2011 |
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On December 30, 2010, 717,600 shares of the Company's Common shares were issued |
in exchange for non-interest bearing loans made by Mr. Terry Neild, Chairman of |
the Board and officer to the Company, at $0.25 per share, the closing price on |
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 |
provide investor relations services were forfeited and cancelled for |
non-performance. |
|
On January 27, 2011, the Company issued 200,000 Common shares in connection with |
a consulting agreement for investor relations services with Falcon Financial |
Partners LLC. The shares were valued at $0.17 per share, the closing price of |
its Common shares on the OTC.BB. The $34,000 value was expense in the quarter |
ended March 31, 2011. |
|
On February 7, 2011, the Company issued 1,000,000 Common shares to Martin R. |
Nason, as part of an employment contract as Chief Executive Officer, President |
and Chief Financial Officer. The shares were valued at $0.12 per share, the |
closing price of its Common shares on the OTC.BB. The $120,000 value was |
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 |
Capital LLC, a related party (see Note 5 "Related Party Transactions") for a |
verbal agreement for investor relations, consulting services and assistance to |
the Company in raising cash equity. The shares were valued at $0.12 per share, |
the closing price of its Common shares on the OTC.BB. The $120,000 value was |
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 |
Common shares at $0.15 per share to raise cash equity to provide working capital |
and/or equipment to commence operations. On February 24, 2011, the closing price |
of its Common shares on the OTC.BB was $0.23 per share. The Board considered |
numerous factors to determine the discounted $0.15 price, including but not |
limited to, the average number of shares traded per day over the previous |
several months, the high, low and closing price range over the previous several |
months, the lack of liquidity for the Common shares and the lack of credit |
availability. |
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On March 4, 2011, the Company sold 633,667 Common shares for $95,050 cash at |
$0.15 per share to four (4) non-related parties. A 10% finder's fee of $9,505 |
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 |
$0.15 per share to a non-related party. A 10% finder's fee of $750 was paid, |
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 |
$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 |
at $0.065 per share (the closing price of the Common shares on June 17, 2011) |
for reimbursement for investor relations services paid by the Chairman to |
non-related vendors. The $48,750 was expensed in the quarter ending June 30, |
2011 |
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On June 17, 2011, the Company issued 1,500,000 shares to its President and Chief |
Executive Officer for $97,500 cash at $0.065 per share (the closing price of the |
Common shares on June 17, 2011) as compensation. The $97,500 was expensed in the |
quarter ending June 30, 2011. |
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On August 29, 2011, the Company issued 250,000 restricted Common shares in |
exchange for a non-interest bearing cash loan of $15,000 made by a Non-Related |
Party at $0.10 per share (the closing price on August 29, 2011) and recorded a |
financing fee on conversion of $10,000, which was expensed in the quarter ended |
September 30, 2011. |
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On April 11, 2012, the Company issued 250,000 shares at $0.18 per share (the |
closing price of the Common shares on April 11, 2012) to its Vice President in |
exchange for $45,000 owed to the Vice President for prior services rendered. |
(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 |
$0.17 per share (the closing price of the Common shares on June 20, 2012) for a |
total value of $722,500. Of the 4,250,000 shares, 500,000 shares with a value of |
$85,000 were for services by its Vice President; 750,000 shares with a value of |
$127,500 were for investor relations services by its Chairman; 3,000,000 shares |
with a value of $510,000 was for a committed five-year employment agreement by |
its Chief Executive Officer, President and Chief Financial Officer. The $722,500 |
was expensed in the quarter ending Jun 30, 2012 and the 4,250,000 issuable |
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 |
share (the closing price of the Common shares on July 17, 2012) for a value of |
$450,000 to Shoreline Consulting International for investor relations services. |
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On August 3, 2012, the Company agreed to issue 250,000 shares at $0.22 per share |
(the closing price of the Common shares on August 3, 2012) for a value of |
$55,000 to a non-related party for consulting services. The $55,000 was expensed |
in the 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 |
share (the closing price of the Common shares on August 30, 2012) for a value of |
$72,000 to South Corner LLC for consulting and investor relations services. The |
$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 |
shares for $64,000 in cash to non-related parties, at $0.15 per share, a |
discount from the October 17, 2012, the commitment date closing price of $0.29 |
per share. The discount is due to volatility, lack of liquidity and restrictions |
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 |
consulting and investor relations services for $33,000, at $0.22 per share, the |
closing price of the Company's Common shares on the OTC.BB. The amount was |
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 |
investor relations services for $22,500, at $0.15 per share, the closing price |
of the Company's common shares on the OTC.BB. The amount was expensed in the |
quarter ending December 31, 2012. |
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On January 15, 2013, the Company entered into a Rescission Agreement regarding |
the August 30, 2012 and December 12, 2012 issuances of 300,000 restricted Common |
shares and 150,000 restricted Common shares, respectively, due to the Company's |
inability to utilize the Consultant's services as expected during the terms of |
each of the two consulting and investor relations services agreements. The |
Company reversed the $72,000 and $33,000 originally recorded in the quarters |
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 |
group and issued a total of 450,000 restricted Common shares at $0.15 per share, |
the closing price of the Company's Common shares on the OTC.BB. The Company |
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 |
Directors with two new independent Board of Director members and issued a total |
of 600,000 restricted Common shares, 300,000 to each each, at $0.10 per share, |
the closing price of the Company's common shares on the OTC.BB. The Company |
expensed $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 |
1,000,000 restricted Common shares in exchange for $50,000 in Accounts Payable |
due to a creditor, at $0.05 per share, a 28.6% discount from the closing price |
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 |
at total of 11,033,333 restricted Common shares in exchange for a total of |
$662,000 in amounts Due To Related Parties and Non-Interest Bearing Loans From |
Related Parties, of which $92,000 was owed to its Chairman ($41,750 Due To |
Related Parties and $50,250 Non-Interest Bearing Loans From Related Parties), |
$510,000 was owed to its Chief Executive Officer and President ($510,000 Due To |
Related Parties) and $60,000 owed to its Vice President of Sales and Technical |
Services ($18,000 in Due To Related Parties and $42,000 in Non-Interest Bearing |
Loans From Related Parties). The debt settlement was at $0.06 per share, a 14.3% |
discount from the closing price of its freely-traded shares of $0.07 on the |
OTC.BB. |
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On July 20, 2013, the Company sold 400,000 restricted Common shares to |
non-related parties at $0.05 per share for cash of $20,000, at a 28.6% discount |
from the closing price of the Company's freely-traded Common shares of $0.07 on |
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 |
per share, for a total of $8,000, for services from a non-related party |
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 |
shares at $0.06 per share, for a total of $18,000, from its Vice President of |
Sales and Technical Services, who on June 24, 2013 (see above) signed a Debt |
Settlement Agreement for $60,000. |
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On September 26, 2013, the Company signed a Debt Settlement Agreement with its |
Chief Executive Officer and President for 300,000 restricted Common shares at |
$0.06 per share, for a total of $18,000, a 25% discount from the closing price |
of the Company's freely-traded Common shares of $0.08 on the OTC.BB. |
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On October 1, 2013, the Company signed a Consulting Agreement with a non-related |
party to provide investor relations services, providing for the issuance of |
200,000 restricted Common shares at $0.08 per share, for a total of $16,000, the |
closing price of the Company's freely-traded Common shares on the OTC.BB and |
expensed in the quarter. |
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On October 25, 2013, the Company signed Debt Settlement Agreements with its |
Chairman and Chief Executive Officer and President for 1,300,000 and 2,500,000 |
restricted Common shares at $0.06 per share, respectively, for a total of |
$78,000 and $150,000, respectively, a 33.3% discount from the closing price of |
the Company's freely-traded Common shares of $0.09 on the OTC.BB. |
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On November 26, 2013, the Company signed a Debt Settlement Agreement with a |
non-related party consultant for 1,000,000 restricted Common shares at $0.03 per |
share, for a total of $30,000, a 40% discount from the closing price of the |
Company's freely-traded Common shares of $0.05 per share on the OTC.BB. |
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On December 17, 2013, the Company signed a Debt Settlement Agreement with its |
Chief Executive Officer and President for 5,000,000 restricted Common shares at |
$0.04 per share for a total of $200,000, a 33.3% discount from the closing price |
of the Company's freely-traded Common shares of $0.06 per share on the OTC.BB. |
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On January 31, 2014, the Company signed a Debt Settlement Agreement with Aruba |
Capital Partners Limited, a company owned by its Chairman, whereby 1,250,000 |
restricted Common shares at $0.04 per share were issued in exchange for $50,000 |
of unpaid expenses incurred on behalf of the Company and a non-interest bearing |
loan made to the Company, which represents a 33.3% discount to the closing price |
of the Company's freely-traded shares on the OTC.BB (see Note 5 "Related Party |
Transactions"). |
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On April 3, 2014, the Company sold 250,000 restricted Common shares at $0.04 per |
share for cash to a non-related party who's also a vendor (see April 4, 2014 |
transaction below), which represents a 33.3% discount to the closing price of |
$0.06 per share of the Company's freely-traded shares on the OTC.BB. |
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On April 4, 2014, the Company signed a Debt Settlement Agreement with a |
non-related vendor, whereby the company issued 505,000 restricted Common shares |
at $0.04 per share in exchange for $20,200 of accounts payable owed to the |
vendor, which represents a 33.3% discount to the closing price of $0.06 per |
share of the Company's freely-traded shares on the OTC.BB. |
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On April 10, the Company sold 66,667 restricted Common shares at $0.075 per |
share for cash to a non-related party, which represents a 25% discount to the |
closing price of $0.10 per share of the Company's freely-traded shares on the |
OTC.BB. |
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5. RELATED PARTY TRANSACTIONS |
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As of June 30, 2014 and December 31, 2013, respectively, $535,270 and $430,229 |
is due to Company officers for unpaid expenses, fees and loans. |
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On January 28, 2011, a related party loaned the Company $20,000 in a |
non-interest bearing loan (See Note 6 "Non-Interest Bearing Loans"). On February |
3, 2012, the related party made a non-interest bearing loan of $7,000, of which |
$5,000 was repaid on May 23, 2012. |
|
On May 21 and May 30, 2012, the Chairman of the Board loaned the Company $12,000 |
and $38,250, respectively, in a non-interest bearing loan. |
|
On April 18 and May 17, 2012, a Vice President loaned the Company $38,000 and |
$4,000, respectively, in a non-interest bearing loan. (see Note 6, "Non-Interest |
Bearing Loans"). |
|
On March 5, 2013, the Company borrowed $4,850 in a non-interest bearing loan, |
from a firm controlled by the Chairman of the Board. |
|
On June 24, 2013, the Chairman, Chief Executive Officer and President and the |
Vice President Sales and Technical Services signed Debt Settlement Agreements, |
converting $92,000, $510,000 and $60,000, respectively of unpaid expenses, fees |
and loans into 1,533,333, 8,500,000 and 1,000,000, respectively of Restricted |
Common Shares (see Note 4 "Stockholders' Equity") at $0.06 per share. On June |
24, 2013, the closing price of the Company's freely-traded shares on the OTC.BB |
was $0.07 per share, representing a 14.3% discount due. A Form 8-K was filed by |
the Company on July 1, 2013. |
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On October 1, 2013, a previously classified Related Party whom the Company owes |
$22,000 in a non-interest bearing loan is no longer a Related Party (see Note 6 |
"Non-Interest Bearing Loans"), since the Party ceased to be involved in any and |
all of the Company's business affairs. |
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On January 31, 2014, the Chairman signed a Debt Settlement Agreement, converting |
$50,000, respectively of unpaid expenses and loans into 1,250,000 Restricted |
Common Shares (See Note 4 "Stockholders' Equity") at $0.04 per share, |
representing a 33.3% discount to the closing price of the freely-traded shares |
on the OTC.BB. |
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Amounts outstanding to Related Parties, at March 31, 2014 and December 31, 2013, |
respectively, are unsecured: |
|
June 30, December 31, |
2014 2013 |
-------- -------- |
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Unpaid expenses and fees to Officers/Directors $530,420 $425,379 |
-------- -------- |
Non-interest bearing loans to Related Parties |
Chairman of the Board/Officer and Controlled Entity $ 4,850 $ 4,850 |
-------- -------- |
Total $ 4,850 $ 4,850 |
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