Stockholders' Equity | 3 Months Ended |
Mar. 31, 2015 |
Equity [Abstract] | |
Stockholders' Equity | Note 9—Stockholders’ Equity |
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At March 31, 2015, the Company is authorized to issue 690,000,000 shares of $0.0001 par value common stock and 10,000,000 of $0.0001 par value preferred stock. |
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In anticipation of the rescission of the exchange agreement with EarthBlock and to prevent dilution to existing shareholders of the Company, on October 15, 2013, the board of directors of the Company approved a stock dividend of three shares for each outstanding share. The stock dividend is being treated as a stock split due to its high volume. All share and per share information has been retroactively adjusted to reflect the stock split. |
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On March 27, 2014, the Company’s shareholders approved a recapitalization of the capital stock in the form of reverse stock split of its common stock in a ratio of 1-for-25. The shareholders also approved an amendment to the Articles of Incorporation to reduce the number of authorized shares of stock to 700,000,000 from 3,000,000,000. Of the 700,000,000 authorized shares, there are 10,000,000 shares of preferred stock and 690,000,000 shares of common stock. |
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As of March 31, 2015, 75,794,151 shares were issued and outstanding. As a result of above stock split and reverse split, at December 31, 2014, 75,080,817 shares were issued and outstanding after adjusted for the stock split and reverse split. |
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Private Placements of Common Stock |
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From January 1 to March 31, 2015, Earth Gen issued to investors 713,334 shares of its common stock at the offering price of $0.075 to $0.15 per share for an aggregate amount of $105,500. For the three-month period ended March 31, 2015, the Company received $28,000 for subscriptions payable to issue 253,167 shares of common stock. No commissions were paid. There was no agreement to register shares offered in this private placement. |
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Restricted Stock Awards (“RSA”) Issued for Services |
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All reference to numbers of shares issued for warrants and per share price is based on a post-stock-dividend and post-reverse-split amount. During three months ended March 31, 2015 and year ended December 31, 2014, the Company granted 0 and 3,299,267 RSAs to various consultants for their services provided to the Company. |
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As of March 31, 2015 and December 31, 2014, all RSAs are vested and there was no unrecognized compensation cost related to RSAs. |
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For the three months ended March 31, 2015 and 2014, stock-based compensation expense was $0 and $66,590, respectively. The value of the shares issued was based on the fair value of the stock issued, which was based on the most recent sale of common stock for cash. |
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Warrants |
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In connection with the 2013 private placements, the Company issued warrants for 6,400,000 shares of Earth Gen Common Stock on August 1, 2013 and 1,600,000 warrants on September 12, 2013. Each of these warrants entitled the holder to purchase one (1) share of Earth Gen common stock at $0.03 per share starting on January 1, 2014 and ending on December 15, 2016. As of March 31, 2015, 1,000,000 warrants have been exercised in exchange for total cash proceeds of $31,250 or $0.03 per share. |
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In connection with the January 2014 private placement, the Company issued warrants to purchase 202,000 shares of Earth Gen common stock on March 20, 2014. Each warrant entitles the holder to purchase one (1) share of Earth Gen common stock at $0.50 per share starting on July 15, 2014 and ending on September 30, 2016. |
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These warrants have standard anti-dilution language to allow for recapitalizations and distributions. The warrants are equity classified and amounts attributable to the warrants are classified within additional paid-in capital. All reference to numbers of shares issued for warrants and per share price is based on a post-stock-dividend and post-reverse-split amount. |
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A summary of the status of the Company’s warrants outstanding as of March 31, 2015 is presented below: |
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| Number of | | | | | |
Shares | | | | | |
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Outstanding at December 31, 2014 | 7,202,000 | | | | | |
Outstanding at March 31, 2015 | 7,202,000 | | | | | |
Exercisable at March 31, 2015 | 7,202,000 | | | | | |
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The following table summarizes information about warrants outstanding as of March 31, 2015: |
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| Options and Warrants | | Options and Warrants |
Outstanding | Exercisable |
Exercise Prices | Number Outstanding | Weighted Average Remaining Contractual Life | Weighted | | Number Exercisable | Weighted Average Exercise Price |
(in years) | Average |
| Exercise |
| Price |
| | | | | | |
$0.03 | 7,000,000 | 1.71 | $0.03 | | 7,000,000 | $0.03 |
$0.50 | 202,000 | 1.5 | $0.50 | | 202,000 | $0.50 |
| 7,202,000 | 1.71 | $0.04 | | 7,202,000 | $0.04 |
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