17. Subsequent Events | 3 Months Ended |
Mar. 31, 2014 |
Notes to Financial Statements | |
Subsequent Events | (a) On April 4, 2014, the Company issued 120,000 shares of common stock to a company controlled by the President of the Company to settle management services of $30,000. |
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(b) On April 4, 2014, the Company issued 50,000 shares of common stock to the Chief Technology Officer of the Company to settle management services of $12,500. |
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(c) On April 10, 2014, the Company issued 191,130 shares of common stock to settle the convertible debt of $15,000. Refer to Note 7(a). |
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(d) Effective April 11, 2014, the Company entered into a purchase agreement with 1301540 Alberta Ltd., an Alberta Canada corporation, operating under the name Werkman Transport. Pursuant to the agreement, the Company agreed to purchase all of the transportation assets and other assets of 1301540 Alberta, excluding all land and buildings and accounts receivable, but including the right to use the name Werkman Transport at a purchase price of Cdn$3,000,000, payable in shares of common stock. Cdn$1,000,0000 or 5,000,000 shares of common stock are to be issued upon closing with the remaining shares of common stock to be issued after six months have elapsed from the closing date. Pursuant to the agreement, the Company created a new, wholly-owned subsidiary, named Werkman Transport Inc., under which the purchased assets of 1301540 Alberta was transferred upon receipt by 1031540 Alberta of Cdn$1,000,000 from the Company. In addition, the newly created subsidiary, Werkman Transport Inc., will enter into a 5 year contract with 1031540 Alberta to supply management services of Jason Werkman at a rate of $10,000 per month. On April 15, 2014, the Company issued 5,000,000 shares of common stock pursuant to the purchase agreement. |
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(e) On April 14, 2014, the Company issued 3,333,334 shares of common stock to acquire 100% of the shares of Eco-West Transport Inc., a company based in Alberta, Canada, which is in the business of providing trucking transportation services. On September 9, 2014, the agreement was mutually rescinded. As a result, the Company cancelled the 3,333,334 shares of common stock issued to Eco-West Transport Inc. |
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(f) On April 15, 2014, the Company entered into a consulting agreement with a consultant for a term of six months until October 14, 2014. In consideration, the Company issued 100,000 shares of common stock on June 5, 2014. |
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(g) On April 15, 2014, the Company entered into a consulting agreement with a consultant. In consideration, the Company is to issue 600,000 shares of common stock and 100,000 share purchase warrants exercisable at a price of $2 per share for a term of three years. The 600,000 shares of common stock were issued on June 6, 2014. |
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(h) On April 15, 2014, the Company entered into a consulting agreement with a consultant. In consideration, the Company issued 500,000 shares of common stock on June 11, 2014. |
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(i) Effective April 22, 2014, the Company entered into private placement subscription agreements with several investors pursuant to which the Company issued convertible debentures in the aggregate amount of $229,772. The convertible debentures carry interest at the rate of 8% calculated annually and paid quarterly and may be converted into shares of the Company’s common stock at any time at the conversion price of $0.30 per share. The Company must pay back the principal amount outstanding and accrued and unpaid interest any time before or at the maturity date of April 22, 2016. |
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(j) On April 24, 2014, the Company entered into a Services and Commission Agreement with Aboriginal Financial Services Corporation (“AFSC”) pursuant to which AFSC will provide the Company with knowledge regarding various Aboriginal peoples, groups, organizations and First Nations, Metis and Inuit communities (“Aboriginal Stakeholders”) and their business practices to assist the Company in identifying utility resource development and associated services to assist the Company with contractual arrangements for the development of resource opportunities on Aboriginal lands. |
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Under the terms of the agreement, the Company agreed to pay AFSC a one-time Cdn$3,000 retainer upon execution of the agreement and reimburse AFSC on a monthly basis for pre-approved out-of-pocket expenses. The Company has also agreed to issue the following shares based on various target contracts, as more particularly described in the agreement: |
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i) 500,000 shares of common stock at the then prevailing market rate for any and all target contracts having a total capital investment value of up to Cdn$4,999,999 issuable as of the date of signing of target contracts with Aboriginal Stakeholders. |
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ii) An additional 500,000 shares of common stock at the then prevailing market rate will be deemed earned and issuable as of the date of completion of the target contracts. |
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iii) A further 500,000 shares of common stock at the prevailing market rate for any and all target contracts having a cumulative total capital investment of Cdn$5,000,000 or more upon completion of the target contracts. Such shares will be deemed earned and issuable upon the target contracts being completed. |
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The Company also agreed to pay AFSC a commission for any and all third party financing introduced to the Company by AFSC as follows: |
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| i) | 10% of the first Cdn$1,000,000, plus; |
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| ii) | 8% of the second Cdn$1,000,000, plus; |
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| iii) | 6% of the third Cdn$1,000,000, plus; |
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| iv) | 4% of the fourth Cdn$1,000,000, plus; |
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| v) | 2% of everything above Cdn$4,000,000. |
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The agreement may be terminated by either party with 90 days written notice. |
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Pursuant to an addendum to the agreement, on September 26, 2014, the Company issued 500,000 restricted shares of common stock to AFSC at $0.30 per share as additional consideration for AFSC’s performance of services rendered in identifying and introducing other business opportunities to the Company. |
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(k) On May 28, 2014, the Company entered into a consulting agreement with a consultant in consideration of 40,150 shares of common stock and cash payment of $11,466. The Company issued 40,150 shares of common stock on June 6, 2014. |
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(l) On June 5, 2014, the Company issued 300,000 shares of common stock to a consultant in consideration of consulting services rendered. Refer to Note 16(f). |
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(m) On June 5, 2014, the Company issued 500,000 shares of common stock to a consultant in consideration of consulting services rendered. Refer to Note 16(g). |
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(n) On June 11, 2014, the Company issued 60,000 shares of common stock to the Chief Technology Officer of the Company to settle management services of $9,000. |
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(o) On June 30, 2014, the Company’s subsidiary, CleanGen Inc., entered into an agreement to sell its 75.5% interest in Coole Immersive Inc. for consideration of Cdn$302,000, of which Cdn$200,000 is due upon closing and the remainder is due in monthly payments of Cdn$17,000 per month for six months after closing. The agreement has not yet closed. |
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(p) On July 15, 2014, the Company acquired 500,000 Class A shares of common stock of CleanGen Inc. in exchange for 8,000,000 shares of common stock of the Company, upon which the Company secured a 100% interest of CleanGen Inc. |
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(q) On July 25, 2014, the Company entered into equipment purchase agreements, wherein the Company agreed to purchase trailer units for consideration of 1,000,000 shares of common stock, which were issued on August 8, 2014. |
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(r) On July 29, 2014, the Company entered into an equipment purchase agreement, wherein the Company agreed to purchase an oil service truck for consideration of 400,000 shares of common stock, which were issued on August 8, 2014. |
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(s) On July 29, 2014, the Company issued an additional 190,000 shares of common stock to re-price the subscription price for a private placement of common shares issued on September 16, 2013. |
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(t) On October 10, 2014, the Company issued 4,000,000 shares of common stock pursuant to the purchase agreement with 1301540 Alberta Ltd. as payment of Cdn$1,200,000 towards the purchase price. |
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