CAPITAL STOCK | NOTE 3: CAPITAL STOCK The company is currently authorized to issue 5,000,000 Class A preferred shares with $0.001 per value with 1:25 voting rights. On February 25, 2016 the company issued 2 million Class A preferred shares. As of March 31, 2016, there were 2 million class A preferred shares issued and outstanding. On February 23, 2016, the company issued as compensation for services provided a total of 200,000 common shares with a fair value of $3,000 to a third party. The fair value of the shares was based on the price quoted on the OTC bulletin board on the grant date. On March 26, 2015, a 1:2,000 reverse split was completed. On April 17, 2013, the company issued as compensation for services provided a total of 3,000,000 common shares with a fair value of $9,900 to a third party. The fair value of the shares was based on the price quoted on the OTC bulletin board on the grant date. On October 12, 2012, the company signed a subscription agreement to issued 166,667 common shares in exchange of $5,000. As of December 31, 2013, 166,667 common shares to be issued are recorded. These 166,667 common shares were issued on February 13, 2013. On July 5, 2012, the company issued 333,333 common shares in exchange of $10,000. On April 18, 2012, the company executed a securities purchase agreement (the "Purchase Agreement") with Global Gold Incorporated, a corporation organized under the laws of the Province of British Columbia ("Global Gold") and the shareholders of Global Gold (the "Sellers"), pursuant to which the company acquired all of the issued and outstanding shares of the capital stock of Global Gold. The consideration (the "Purchase Price") paid by the company to the sellers was an aggregate of one hundred sixty-one million (161,000,000) shares of the company's common stock, par value $0.001 per share ( the "Common Stock"), of which one hundred eighteen million two hundred sixty-three thousand one hundred fifty-eight (118,263,158) shares of common stock payable to Thomas Brookes ("Brookes") and Matthew Sullivan ("Sullivan") were placed in escrow and will be released in accordance with the terms of an Escrow Agreement, described below. The purchase agreement also provided that Brookes and Sullivan will be appointed to the Board of Directors of the Company, and that each of Kenneth Stead, Timothy Stead, Brookes and Sullivan will vote their shares of stock of the company in favor of each other as directors so long as the parties maintain an ownership interest of at least five percent (5%) of the company's outstanding common stock and until the earlier of (i) eighteen (18) months from the date of the closing of the Global Gold transaction if the company has not received revenues of at least One Million Dollars ($1,000,000) from the production of the Ekom Eya mine in Ghana; or (ii) three (3) years from the date of the closing. On April 12, 2012, the company entered into an Escrow Agreement with Brookes, Sullivan and Gracin & Marlow, LLP, as escrow agent (the "Escrow Agreement"), pursuant to which the parties agreed that one hundred eighteen million two hundred sixty-three thousand one hundred fifty-eight (118,263,158) shares of common stock (the "Escrow Shares') will be released to Brookes and Sullivan if and when the company has received revenues of at least one million dollars ($1,000,000) from the production of the Ekom Eya mine in Ghana (the "Milestone"); provided, however, that if the Milestone is not achieved by the date that is two (2) years from the date of the Escrow Agreement, the escrow agent will release to the company for cancellation all of the Escrow Shares, unless otherwise agreed to by the company and Brookes and Sullivan. In connection with the purchase agreement, described below, the company will issue to the sellers one hundred sixty-one million (161,000,000) shares of common stock. These securities will be issued in reliance on Section 4(2) of the securities act of 1933, as amended (the "Securities Act"). The issuance will not involve any general solicitation or advertising by us. The sellers acknowledged the existence of transfer restrictions applicable to the securities to be sold by us. Certificates representing the securities to be sold contain a legend stating the restrictions on transfer to which such securities are subject. The shares were recorded at $.10 per share, the price of the stock at the issuance date and date of contract. The $16,100,000 purchase price was immediately written off due to no future realization of cash flows and worthlessness. On February 27, 2014 the Purchase Agreement is terminated by executed a share exchange agreement (the "agreement") with Global Gold. The agreement provides in part that 118,263,158 shares of our common stock previously issued to Mr. Sullivan and Mr. Brookes be returned to the company and cancelled. In consideration for the delivery of the 118,263,158 shares of Kat Gold common stock, Kat Gold will deliver to Mr. Brookes and Mr. Sullivan all of the issued and outstanding shares of Global Gold owned by Kat Gold. A total of 42,736,842 shares of Kat Gold common stock previously issued to the minority shareholders of Global Gold shall remain issued and outstanding. |