EQUITY | 9 Months Ended |
Sep. 30, 2013 |
Notes to Financial Statements | ' |
NOTE 7 - EQUITY | ' |
On November 28, 2012, the Company's Board of Directors approved a reverse split of the Company's issued and outstanding shares of its common stock, par value $0.001, at a ratio of 100:1, such that every 100 shares of common stock becomes 1 share of common stock, without amending the Company's total number of authorized common shares. (“Reverse Stock Split”) Shareholders holding a majority of the voting stock voted in favour of the amendment to our Certificate of Incorporation to effect a reverse stock split of one hundred-for-one on January 24, 2013. All share number or per share information presented gives effect to the Reverse Stock Split. |
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Preferred Stock – Series A |
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On March 22, 2012, Elray entered into a binding letter of intent with Golden Match Holdings Limited (“GM”), a company incorporated in the British Virgin Islands. Pursuant to the letter of intent, Elray and GM would enter into an acquisition agreement in which Elray was to acquire all of the outstanding shares of GM and the shareholders and consultants of GM was to acquire a minimum of 95% of the Company’s common stock. Pursuant to the agreement, Elray had 30 days to secure a $10,000,000 line of credit or loan before Elray and GM enter into a definitive purchase agreement. |
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On May 3, 2012, in anticipation of the imminent closing of the GM acquisition, the Company authorized the creation of 300,000,000 shares of Series A preferred stock. Prior to a planned reverse split of common shares at a ratio of 100:1, the Series A Preferred Series shares are convertible at a rate of 100 common shares for each Series A Preferred Share. |
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On May 4, 2012, the Company entered into an acquisition agreement (the “Acquisition Agreement”) under which the Company acquired all of the outstanding shares of GM. This follows the letter of intent previously signed on March 22, 2012. Under the terms of the acquisition agreement, Elray acquired 100% of GM, an investment holding company which has a profit sharing agreement with CALI Promocao de Jogos Sociedade Unipessoal Lda., a company incorporated under the laws of the Special Administrative Region of Macau. In the agreement, the Company transferred to the principals of GM 211,018,516 shares of its Series A Preferred Stock, which on a fully diluted basis, was equal to 95% of the Company's then outstanding shares. In accordance with the above-referenced agreement, Mr. Lao Sio I had been appointed to the Company’s Board of Directors. On July 1, 2012, the Board of Directors held a special board meeting, wherein a motion was approved to remove Mr. Lao Sio I as a director. |
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On September 27, 2013, the Company entered into a Termination Agreement (the “Termination Agreement”), with Mr. Lao Sio I, Millennium Commodity Trading Pty Ltd., a Hong Kong corporation (“Millennium”) and Millennium Holdings Pty Ltd., a Hong Kong corporation (“Millennium Holdings”), whereby the Company, Mr. Lao Sio I, Millennium and Millennium Holdings agreed to rescind the Acquisition Agreement dated May 4, 2012, entered into between the Company and Mr. Lao Sio I (the “Sale Agreement”). Following execution of the Acquisition Agreement, disputes arose between the Company, Mr. Lao Sio I, Millennium and Millennium Holdings regarding the parties’ obligations and performance under the Acquisition Agreement. As a result, legal proceedings were instituted in the District Court of Clark County in the State of Nevada and also in Juizo Civel, Tribunal Judicial de Base in Macau. The parties have now resolved all disputes related to the litigation and the Acquisition Agreement and have entered into a Settlement Agreement, which requires that the parties enter into and deliver the Termination Agreement. Pursuant to the terms of the Termination Agreement, the Company agreed to return to Mr. Lao Sio I, Millennium and Millennium Holdings all of the stock of Golden Match it received under the Acquisition Agreement and Mr. Lao Sio I, Millennium and Millennium Holdings agreed to return to the Company all of the stock of the Company they received under the Acquisition Agreement. Mr. Lao Sio I therefore has relinquished any right to be a member of the Company’s Board of Directors. All parties also agreed to release each other for any and all claims that they hold against each other. |
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As of September 30, 2013, the 211,018,516 shares of Series A Preferred Stock issued had been recorded at par value of $211,019, with a subscription receivable at the same amount. |
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Preferred Stock – Series B |
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On July 1, 2012, the Company authorized the creation of 100,000,000 shares of Series B preferred stock. One hundred shares of Series B preferred stock are convertible to one share of the Company’s common stock and has voting rights of 1,000:1 with common stock. On September 24, 2012, the authorized Series B Preferred Stock was increased from 100,000,000 to 280,000,000. |
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On July 3, 2012, the Company entered into an agreement with Maxwell Newbould to acquire certain assets and intellectual property related to Penny Auction Technology, in exchange for 88,000,000 shares of the Company’s Series B preferred stock. The shares were issued to Gold Globe Investments acting as an escrow agent. The Series B preferred shares are to be held by Gold Globe Investments until such time as the Company concludes its due diligence. Gold Globe Investments holds the voting rights to these shares whilst the due diligence is conducted. On completion of the due diligence to the satisfaction of the Company, Maxwell Newbould will be granted a seat on the Board of Directors of the Company and an additional 20,000,000 Series B Preferred Shares. The Company has recently extended the due diligence period for a further 120 days and expects to conclude its due diligence within year 2013. |
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On July 14, 2013, the Company entered into a 12-month consultancy agreement with Virtual Technology Group, LLC ("Virtual Technology") to assist the Company in developing marketing and supporting the technology of virtual online horse racing products and provide the Company the exclusive use right to certain website domains. In consideration for such services and domains, the Company agreed to issue 30,000,000 Series B Preferred shares to Virtual Technology. On August 5. 2013, the Company issued 15,000,000 Series B Preferred shares and the remaining shares shall be issued 180 days from the effective date. |
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The 88,000,000 shares of Series B Preferred stock issued have been recorded at par value of $88,000, with a subscription receivable at the same amount. The 15,000,000 shares of Series B Preferred stock issued have been recorded at market value of $21,000. |
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Common Stock |
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On February 22, 2013, the Company issued 857,143 shares of its common stock to settle accounts payable of $30,000 to Portspot Consultants Limited ("Portspot"). These shares were valued at $77,143 based on the market price on the settlement date. The Company recorded a loss of $47,143 related to the settlement. |
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On April 1, 2013, the Company issued 400,000 shares of common stock valued at $26,600, based on the stock price on the grant date, to its directors for services provided. |
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On April 4, 2013, the Company issued 1,128,827 shares of its common stock to settle accounts payable of $80,000 to Pancar Capital LLC. These shares were valued at $74,729 based on the market price on the settlement date. The difference between the value of these shares and the amount settled was recorded in additional paid-in capital. |
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On April 4, 2013, the Company issued 423,310 shares of its common stock to settle accounts payable of $30,000 to Portspot. These shares were valued at $28,023 based on the market price on the settlement date. The difference between the value of these shares and the amount settled was recorded in additional paid-in capital. |
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On April 24, 2013, the Company issued 3,650,700 shares of its common stock to settle accounts payable of $200,000 to Anthony Brian Goodman, the Company's Chief Executive Officer. These shares were valued at $365,070 based on the market price at the issuance date. The Company recorded a loss of $165,070 related to the settlement. |
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On May 20, 2013, the Company agreed to settle a payable of $60,000 to Pancar Capital LLC by issuing 833,333 shares of common stock, valued at $137,500, and recorded a $77,500 loss on settlement. The shares have not yet been issued and the $137,500 was recorded under accounts payable and accrued liabilities on the consolidated balance sheet at September 30, 2013. |
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On May 30, 2013, the Company issued 20,000 shares of its common stock valued at $600, based on the stock price on the service completion date of December 1, 2012, Ludlow for earlier consulting services provided. |
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On May 30, 2013, the Company issued 60,000 shares of its common stock valued at $33,000, based on the stock price on the grant date of July 12, 2012, to its directors for earlier services provided. |
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On May 30, 2013, the Company issued 200,000 shares of its common stock valued at $20,000, based on the stock price on the grant date of April 23, 2013, to David Price for services provided. |
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On May 30, 2013, the Company issued 175,000 shares of its common stock valued at $31,500, based on the stock price on the issuance date, to JSJ for consulting services provided. |
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During the nine months ended September 30, 2013, the Company issued 327,120, 1,460,769, and 1,511,088 shares of common stock for the conversion of the Second JSJ Note, Third Asher Note and Fourth Asher Note in the amount of $25,000, $32,500, $42,000, respectively (see Note 3). |