Partnership Capital | NOTE 5. PARTNERSHIP CAPITAL Up to December 22, 2017 the authorized share capital of the Company consisted of 100,000,000 shares of common stock with $0.0001 par value and 20,000,000 shares of preferred stock also with $0.0001 par value. No other classes of stock were authorized. With the completion on December 22, 2017 of the corporate action to convert the Company into a Limited Partnership, the authorized limit was removed, allowing the Company to issue unlimited Common Limited Partnership Units. Simultaneously, the preferred stock authorization was no longer applicable, with no shares of preferred stock issued or outstanding as at December 22, 2017 or December 31, 2016. Common Partnership Units As of December 22, 2017 and December 31, 2016, there were a total of 2,634,165 common shares issued and outstanding, respectively, which were converted on December 22, 2017 on a 1:1 basis into common limited partnership units. As the prior C Corporation, the Company’s first issuance of common stock, totaling 580,000 shares, took place on March 6, 2014 pursuant to the Chapter 11 Plan of Reorganization confirmed by the U.S. Bankruptcy Court in the matter of Pacific Shores Development, Inc. (“PSD”). The Court ordered the distribution of shares in the Company to all general unsecured creditors of PSD, with these creditors to receive their PRO RATA share (according to amount of debt held) of a pool of 80,000 shares in the Company. The Court also ordered the distribution of shares in the Company to all administrative creditors of PSD, with these creditors to receive one share of common stock in the Company for each $0.10 of PSD’s administrative debt which they held. A total of 500,000 shares were issued to PSD’s administrative creditors. The Court also ordered the distribution of two million five hundred thousand warrants in the Company to all administrative creditors of PSD, with these creditors to receive five warrants in the Company for each $0.10 of PSD’s administrative debt which they held. These creditors received an aggregate of 2,500,000 warrants consisting of 500,000 “A Warrants” each convertible into one share of common stock at an exercise price of $4.00; 500,000 “B Warrants” each convertible into one share of common stock at an exercise price of $5.00; 500,000 “C Warrants” each convertible into one share of common stock at an exercise price of $6.00; 500,000 “D Warrants” each convertible into one share of common stock at an exercise price of $7.00; and 500,000 “E Warrants” each convertible into one share of common stock at an exercise price of $8.00. All warrants are exercisable at any time prior to August 30, 2016. On March 6, 2014 the Company issued a total of 2,000,000 common shares to its President and a director for services at par value. On June 1, 2015 the Company issued a total of 10,000 common shares to its Secretary and Treasurer and a director for services at par value. On February 11, 2016 the Company issued a total of 40,000 restricted shares of its common stock to five individuals: 20,000 restricted shares of its common stock to Konstantin Zecevic; 5,000 restricted shares of its common stock to Frances Munro; 5,000 restricted shares of its common stock to Joseph LeBlanc; 5,000 restricted shares of its common stock to Gulten Balaban Umancan; and 5,000 restricted shares of its common stock to Muzeyyen Balaban. All of these issuances were for services at par value of $0.0001 per share. We relied upon Section 4(2) of the Securities Act of 1933, as amended for the above issuances. We believed that Section 4(2) was available because: - The issuance involved no underwriter, underwriting discounts or commissions; - We placed restrictive legends on all certificates issued; - No sales were made by general solicitation or advertising; - Sales were made only to accredited investors who are Company officers. In connection with the above transactions, we provided the following to the investor: - Access to all our books and records. - Access to all material contracts and documents relating to our operations. - The opportunity to obtain any additional information, to the extent we possessed such information, necessary to verify the accuracy of the information to which the investors were given access. On September 12, 2016, the Company issued 4,165 shares of its common stock upon exercise of 4,165 warrants for cash proceeds of $24,990. As a result of these issuances by the C Corporation, there were a total 2,634,165 common shares issued and outstanding, and a total of 2,495,835 warrants to acquire common shares issued and outstanding, as at December 22, 2017 and December 31, 2016. On conversion of the C Corporation into the Limited Partnership on December 22, 2017, the common shares converted into common limited partnership units on a 1:1 basis, and the warrants to purchase shares of common stock became warrants to purchase common limited partnership units. This resulted in there being 2,634,165 limited partnership units issued and outstanding and 2,495,835 warrants to acquire limited partnership units outstanding as at December 31, 2017. |