STOCKHOLDERS' DEFICIT | 12 Months Ended |
Dec. 31, 2013 |
Equity [Abstract] | ' |
STOCKHOLDERS' DEFICIT | ' |
|
NOTE 8: STOCKHOLDERS’ DEFICIT |
|
Preferred Stock |
|
On October 4, 2013, the Company filed a Certificate of Designations under its Amended and Restated Articles of Incorporation (the “Certificate of Designations”) with the State of Colorado to (a) designate 200,000 shares of its previously authorized Preferred Stock as Series A Convertible Preferred Stock and (b) designate 1,000 shares of its previously authorized Preferred Stock as Series B Preferred Stock. The Certificate of Designations and their filing were approved by the board of directors of the Company on September 30, 2013 without shareholder approval as provided for in the Company’s articles of incorporation and under Colorado law. |
|
Description of Series A Convertible Preferred Stock |
|
The 200,000 shares of Series A Convertible Preferred Stock have the following the designations, rights and preferences: |
|
· | the stated value of each share is $525, |
· | the holder of the shares will be entitled to vote, on a one-for-one basis, with the holders of our common stock on all corporate matter on which common shareholder are entitled to vote, |
· | the shares pay quarterly dividends in arrears at the rate of 4% per annum based on the stated value of each share, |
· | each share is convertible into shares of our common stock at a conversion price of $5.00 per share, subject to adjustment, at any time upon : (i) the seventh anniversary of the original issue date of Series A Preferred Stock or (ii) the date the beneficial holder qualifies as a Permanent U.S. resident, whichever occurs earliest, |
· | the shares are redeemable by us under certain conditions, and |
· | the conversion price of the Series A Convertible Preferred stock is subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events. |
|
|
|
Description of Series B Convertible Preferred Stock |
|
The 1,000 shares of Series B Convertible Preferred Stock have the following the designations, rights and preferences: |
|
· | The Company is not permitted to pay or declare dividends or other distributions to the holders of the Series B Preferred Stock, whether in liquidation or otherwise, |
· | the holder of the shares will be entitled to vote, on a one million-for-one basis, with the holders of our common stock on all corporate matter on which common shareholders are entitled to vote, and |
· | each share is convertible into one share of our common stock. |
|
|
|
On September 30, 2013, the Company issued 1,000 shares of its Series B Preferred Stock to certain related party officers and directors valued at $2,150 based on the common stock quoted trading value of $2.15 at the grant date and a one to one conversion rate of the Series B shares into common stock. |
|
Common Stock |
|
Effective December 31, 2012, the members of Florida’s Heartland EB-5 Regional Center, LLC exchanged all their member interests for proportional interests in Aegea, LLC which became the parent. There was no accounting effect to the reorganization. The prior operating agreement of the subsidiary was then terminated. |
|
At inception (February 3, 2012), the Company valued the original four founding stockholders’ interests of 88,470,000 common shares issued for services at $10,000 which was expensed as of December 31, 2012. During 2012, two consultants performed services for the Company and in December 2012 were granted an aggregate 7% interest (5,530,000 common shares) in the reorganized entity. Their services were valued at $90,291 and expensed. |
|
As part of the Amended and Restated Share Agreement (Note 1), the members’ equity in Aegea, LLC in the amount of $100,291 was converted to 94,000,000 shares of common stock in Aegea, Inc and retroactively applied as of inception (See Note 1). |
|
In April 2013, the company issued a cash call in the amount of $50,000. The Company received $40,000 from the stockholders, and reduced the line of credit balance by $10,000. The funds were collected to be used for operating expenses. An additional $200 was contributed by a stockholder to open a new bank account for the Company. |
|
In July 2013, the Company was deemed to have issued 21,000,000 common shares pursuant to the recapitalization. The Company also recorded $4,814 of net assets acquired with an offset to additional paid in capital. |
|
On August 21, 2013, 200,000 shares of common stock were issued for legal services rendered and valued at $490,000 based on the quoted trading price of $2.45 per share on the grant date. |
|
In October 2013, the Company received $20,000 in exchange for 10,000 shares of common stock issued at the quoted trading price of $2.00 per share on the grant date. |
|
In November and December 2013, the Company issued 1,902,619 shares upon conversion of certain convertible debenture agreements (See Note 6). |