Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2014 |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | NOTE 9. STOCKHOLDERS’ EQUITY (DEFICIT) |
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Capital Stock |
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COMMON STOCK |
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Effective on January 8, 2013, the Company amended its Articles of Incorporation to increase to unlimited the number of authorized shares of its common stock. |
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On March 27, 2013, the Company’s Board of Directors amended the designations, terms, powers, preferences and rights of the Series A Redeemable Cumulative Preferred Stock as originally reported in its Form 8-K filed on October 15, 2012. The amendment decreased the dividend rate to 4.50% and shortened the redemption obligation to 3 years. |
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Effective July 2, 2014, the Company effected a 1:20,000 split for its common stock. All numbers are restated for comparative purposes. |
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In February, 2013, the Company issued 15 shares of its common stock as a deposit to secure the purchase of the building and property at 983 Washington, Miami, Florida. The Company recorded as other asset $30,000 or $2,000 per share, the value of the stock which approximated the value of the required deposit. This agreement has expired and the deposit forfeit. The Company recorded an expense of $30,000 as loss on deposit during the year ended December 31, 2013. |
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In March 2013, the Company issued 43 shares of common stock to A.S. Austin and 8shares of restricted common stock to NewsUSA for marketing services and recorded expense of $16,500, or $2,200 per share, the value of the stock which approximated the value of services. |
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The Company issued 670 shares of common stock to Lambert as part of the Standby Purchase Agreement (See Note 14) and recorded the cost of $2,357,060 or $3,518 per share to deferred equity offering costs, a contra equity account and 100 shares of common stock to Stephen Hand as collateral for the TD bank loan repurchase and recorded an expense of $351,800 or $3,518 per share, the value of the stock which approximated the value of services. Shares issued to Mr. Hand were voided and cancelled on June 27, 2013. The Company issued 100,000,000 shares of restricted common stock as a reserve. As of the date of this filing, the shares have been cancelled and retired. |
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On April 5, 2013, the Company entered into a Research Services Agreement (the “Agreement”) with Grass Roots Research and Distribution, Inc. (“GRRD”) for a 30-day research project. For these services, the Company issued 25 shares of restricted stock to GRRD with anti-dilution rights which expire at the conclusion of the contract. The Company recorded an expense of $40,000 or $1,600 per share, the value of the stock which approximated the value of services. |
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On April 22, 2013, the Company issued 25 shares of restricted stock to La Postal for services rendered in furtherance of the agreements in process. The Company recorded an expense of $40,000 or $1,600 per share, the value of the stock which approximated the value of services. |
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On May 1, 2013, the Company issued 5 shares of restricted stock to Grass Roots, as part of the contract executed in April, 2013. The Company recorded an expense of $10,000 or $2,000 per share, the value of the stock which approximated the value of services. |
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On May 1, 2013, the Company issued 150 shares to A. Austin, in compliance with their consulting contract terms. The Company recorded an expense of $300,000 or $2,000 per share, the value of the stock which approximated the value of services. |
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On May 9, 2013, the Company issued T. Buxton 75 shares of restricted stock for services rendered. The Company recorded an expense of $150,000 or $2,000 per share, the value of the stock which approximated the value of services. |
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On May 9, 2013, the Company issued Global Discovery 63 shares of restricted stock for services rendered. The Company recorded an expense of $125,000 or $2,000 per share, the value of the stock which approximated the value of services. |
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On May 31, 2013, the Company issued 7,500 shares to its subsidiary, Omega Capital Street, in anticipation of share exchange agreements to be executed. The Company recorded the transaction at par value with no expense associated. |
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On June 3, 2013, the Company issued Lambert 500 shares under the Standby Share Agreement. The Company recorded $650,000 as deferred equity offering costs, a contra equity account. |
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On June 27, 2013, the Company issued its attorneys 25 shares of restricted stock in exchange for services. The Company recorded the stock issuance at the value of the stock which approximated the value of services in the amount of $6,800. |
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On July 3, 2013, the Company issued 150 shares of common stock to two contractors in exchange for services. The Company recorded an expense of $102,000 or $680 per share, the value of the stock which approximated the value of services. |
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On July 10, 2013, the Company issued 350 shares of common stock to two consultants in exchange for services. The Company recorded an expense of $238,000 or $.034 per share, the value of the stock which approximated the value of services. |
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On July 12, 2013, the Company issued 125 shares of stock to a consultant in exchange for services. The Company recorded an expense of $92,500 or $740per share, the value of the stock which approximated the value of services. |
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On September 4, 2013, the Company sold 1,500 shares of common stock to three foreign investors under the DPO filing at $.10 per share or $3,000,000, as per the DPO. The Company has appointed Elco Securities, Ltd. as intermediary to monitor and distribute shares to the investors in accordance with the cash disbursements. The offering was completed and the funds wired into the Company’s offshore restricted Bahamian Cash account. The funds will become available for use by the Company when it meets the terms and conditions set forth in the DPO, and the dollar equivalent in free trading common stock will be delivered to the investors at the market price of the common stock on the day the funds are requested. This Restricted cash account is not covered by the FDIC in the United States of America which represents a credit risk. (See Note 6) |
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On October 29, 2013, the Company issued total 76 shares of stock to 2 consultants, or 38 shares each, in exchange for services. The Company recorded an expense of $44,400 or $592 per share, the value of the stock which approximated the value of services. |
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In December, 2013, the Company accrued an additional 188 shares of common stock to be issued for PBDC and recorded an expense of $127,500 or $680 per share, the value of the stock which approximated the value of services. |
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The Company had 14,252 shares of common stock issued and outstanding as of December 31, 2013, respectively, including 7,750 shares issued to Omega Capital Street and 250 shares issued to Omega CRE Group, LLC, the subsidiaries of the Company, in anticipation of share exchange business combinations and mergers. |
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In January 2014, the Company issued approximately 214 shares of restricted common stock to LG Capital Funding LLC in converting their June 2013 debenture of $21,500 and $924 in interest. |
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On January 22, 2014, the Company issued approximately 734 shares of common stock to Chad Curtis, Joseph Babiak and Robin Trehan in exchange for business consulting services. The Company recorded an expense of $255,084 or $348 per share, the value of the stock which approximated the value of services. |
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On January 28, 2014, the Company issued 375 shares of common stock to Todd Buxton and Bentley Addison in exchange for commercial real estate advisory services. The Company recorded an expense of $138,000 or $368 per share, the value of the stock which approximated the value of services. |
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On January 28, 2014, the Company issued 250 shares of common stock to Ken Honeyman in exchange for services as CEO of Capital Match Point. The Company recorded an expense of $92,000 or $368 per share, the value of the stock which approximated the value of services. |
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On February 7, 2014, the Company issued 1,000,000 shares of Series G Preferred stock to Nuquest Inc.to purchase their web portal, Capital Match Point. Post-split, 800 shares of Series G Preferred stock are convertible to one (1) share of common stock. The Company valued the purchase at $412,500 or $330 per share, the value of the converted shares of common stock as of the date of the transaction. |
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On February 12, 2014, the Company issued approximately 33 shares of common stock to Vikram Grover in exchange for Mergers & Acquisitions advisory services. The Company recorded an expense of $11,375 or $350 per share, the value of the stock which approximated the value of services. |
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On February 12, 2014, the Company issued approximately 350 shares of common stock to Iconic Holdings LLC in exchange for sourcing additional financing services. The Company recorded an expense of $122,480 or $350 per share, the value of the stock which approximated the value of services. |
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On February 12, 2014, the Company issued 175 shares of common stock to Ken Honeyman in exchange for services as CEO of Capital Match Point, 100 shares of common stock to Kevin Olson in exchange for services as CFO of Capital Match Point, and 38 shares of common stock to Suzanne Sires in exchange for services as Operations Manager of Capital Match Point. The Company recorded an expense of $109,375 or $350 per share, the value of the stock which approximated the value of services. |
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On February 28, 2014, the Company issued 375 shares of common stock to Eran Danino in exchange for services as Vice President of Omega Capital Street LLC. The Company recorded an expense of $111,750 or $298 per share, the value of the stock which approximated the value of services. |
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On March 3, 2014, the Company issued approximately 12 shares of common stock to John Bucassa in exchange for consulting services. Mr. Bucassa specializes in the acquisition of Broker/Dealers.The Company recorded an expense of $2,610 or $232 per share, the value of the stock which approximated the value of services. |
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On March 17, 2014, the Company sold 50 shares of common stock to Rebecca Mcavoy, 25 shares of common stock to Rick Bolkema, 25 shares of common stock to Scott Bolkema, LLC, 50 shares of stock to Angio Investment Partners and 25 shares of stock to Kenneth Mulder, 4 unrelated investors, for $35,000 under our DPO. On April 15, 2014, the Company sold 25 shares of common stock to Kenneth Mulder for $5,000 under our DPO. |
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On March 17, 2014, the Company issued 224 shares of common stock to Wakabayashi Fund LLC in exchange for investor relations services. The Company recorded an expense of $36,161 or $162 per share, the value of the stock which approximated the value of services. |
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On April 15, 2014, the Company issued 80,000 shares of Series F Preferred stock, par value $100 per share, to Flavio Zuanier in exchange for business consulting services. The Company recorded an expense of $8,000,000, the value of the stock which approximated the value of services. |
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On April 20, 2014, the Company issued 1,000 shares of common stock to Ilan Doron in exchange for Mergers & Acquisitions services focused on the telecommunications sector and on April 22, 2014, the Company issued 375 shares of common stock to Kenneth Leide and 250 shares of S-8 common stock to Todd Buxton for commercial real estate advisory services.. The Company recorded an expense of $211,250 or $130 per share, the value of the stock which approximated the value of services. |
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On April 22, 2014, the Company issued 175 shares of common stock to Eran Danino in exchange for services as CEO and President of Omega Capital Street LLC. The Company recorded an expense of $22,750 or $130 per share, the value of the stock which approximated the value of services. |
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On April 25, 2014, the Company issued approximately 244 shares of common stock to LG Capital LLC in exchange for converting their debentures of $16,000 and $961 in interest, or $68 per share. |
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On May 14, 2014, the Company issued 750 shares of common stock to Eran Danino in exchange for services as CEO and President of Omega Capital Street LLC. The Company recorded an expense of $73,500 or $98 per share, the value of the stock which approximated the value of services. |
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On May 14, 2014, the Company issued 500 shares of common stock to Todd Buxton in exchange for commercial real estate advisory services. The Company recorded an expense of $49,000 or $98 per share, the value of the stock which approximated the value of services. |
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On May 28, 2014, the Company issued approximately 589 shares of common stock to LG Capital LLC in exchange for converting their debentures of $16,000 and $2,053 in interest, or $31 per share, the value of the stock which approximated the value of the transaction. |
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On June 5, 2014, the Company issued 2,500 shares of common stock to Omega Capital Street LLC, our wholly owned subsidiary, in anticipation of mergers and exchanges. The Company recorded the issuance at par value to its equity accounts. |
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On June 5, 2014, the Company issued 2,500 shares of common stock to its president Jon Cummings IV in exchange for services as President of Omega Commercial Finance Corp. The Company recorded an expense of $250,000 or $100 per share, the value of the stock which approximated the value of services. |
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On June 17, 2014, the Company issued 200 shares of common stock to JMJ in exchange for converting $7,000 in principal. |
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On July 2, 2014, the Company executed a 1:20,000 stock rollback of their common stock. As of July 2, 2014 the Company had outstanding 29,843 shares of common stock. All shares have been stated at their rollback value for comparative purposes. |
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On July 9, 2014, the Company issued 40,000,000 shares of common stock to its president Jon Cummings IV in recapitalizing the Company and positioning the Company to secure future capitalization for growth completed through a resolution by the Board of Directors. The Company recorded an expense of $2.4 billion ($2,400,000,000) or $60 per share, the value of the stock which approximated the value of services. |
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On July 9, 2014, the Company issued 10,000,000 shares of common stock to its wholly owned subsidiary Omega Capital Street LLC to position the Company to secure future capitalization for growth, completed through a resolution by the Board of Directors. The Company recorded the issuance to its subsidiary at par value, $.01 in the equity section of their financial statements. |
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On July 18, 2014, The Company issued 285,714 shares of common stock to AmericaVest to satisfy a $2,000,000 Promissory note, in exchange for 51% equity ownership in AmericaVest, which was subsequently reduced to 10% in accordance with the contractual agreement |
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On July 30, 2014, the Company issued 200,000 shares of common stock to Eran Danino in exchange for services as VP of Omega Capital Street LLC. The Company recorded an expense of $12,000,000 or $60 per share, the value of the stock on the day of authorization. |
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On July 30, 2014, the Company issued 200,000 shares of S-8 common stock to Todd Buxton, 1,000,000 shares of common stock to Von Cummings, and 100,000 shares of stock to Kenneth Bruce Leide in exchange for commercial real estate advisory services. The share amount was determined by contractual agreement. The Company recorded an expense of $78,000,000 or $60 per share, the value of the stock on the day of authorization. |
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On July 30, 2014, the Company issued 50,000 shares of common stock to Nelson Garcia, 50,000 shares of common stock to Robert Damigella and 50,000 shares of common stock to Ilan Doron, a total of 150,000 shares, in exchange for management consulting services. The Company recorded an expense of 60 per share. |
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On July 30, 2014, the Company issued 75,000 shares of common stock to Flavio Zuanier for business consulting services and 25,000 shares of common stock to Gail Rosenthal for accounting services. The Company recorded an expense of $4,500,000 or $60 per share. |
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On July 30, 2014, the Company issued a total of 97,002 shares of Series A Preferred Stock, 10,778 shares each, to Britannia Securities International, Agri Technologies International, RND Company Ltd., On Time Investments Ltd., Rooftop Holdings Ltd, Tosca Limited, Anybright Investments Ltd., Sequence Investments Ltd., and Copperbottom Investments Ltd., for consideration in modification of terms and deadlines to their original agreement. The Company recorded $485,010 or $.00 per share, the par value of the preferred stock, to Deferred equity costs under shareholders’ equity and recorded a total expense of $3,635 for the transaction. |
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On August 15, 2014, the Company issued 7,450 shares of common stock to Sojourn Investments LP upon conversion of 2,500 shares of Series D Preferred Stock and recorded the difference of $12,425 to paid in capital. |
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On September 11, 2014, the company issued 285, 714 shares of common stock to AmericaVest CRE Mortgage Funding Trust Inc. (“AmericaVest”) to retire a $2,000,000 promissory in conjunction with our acquisition of 51% equity interest or 1,564,079 shares of AmericaVest stock. On October 30, 2014, the Company and AmericaVest mutually agreed to reduce our equity interest in AmericaVest to ten percent (10%) through a transfer of 641,272 shares of AmericaVest (the “Contributed shares”) back by us to AmericaVest, pending completion of required audited financials by AmericaVest, at which time we will have an irrevocable option exercisable at our sole discretion to reacquire the Contributed shares at no additional consideration. The Company reduced its ownership interest pursuant to and based upon a material event, which occurred causing the resignation of one of the AmericaVest’s Co-Founders. The Company intends to regain the 75% majority ownership as originally executed in the Definitive Share Exchange Agreement upon the Company reassessing its position upon future due diligence and deeming the transaction optimal for the both the company and its shareholders. The pricing of the acquisition was negotiated based on the Company’s shares being valued at @ $7.00 per share. Hence with AmericaVest requesting a purchase price of $2.7 million and with the agreed upon cost basis of $7.00 per share, the Company agreed to issue 285,714 shares per the share exchange agreement for 51% ownership stake. |
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On September 24, 2014, the Company issued 2,126,588 shares of common stock to Lambert Private Equity LLC to exercise options. The Company recorded the difference of $4,479,684 to paid in capital. |
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On September 29, 2014, the Company issued 10,000 shares of common stock to Iconic Holdings LLC to convert debentures and interest. |
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On October 14, 2014, the Company issued 392,157 shares of common stock to Macallan Partners LLC and 392,157 shares of common stock to Tonaquint Inc. to convert debentures and interest. |
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On October 23, 2014 the Company issued 270,000 shares of common stock in accordance with the Settlement Agreement with IBC Funds LLC and 300,000 shares of common stock to JMJ Financial to convert debentures and interest. |
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In October, 2014, the company agreed to issue 15,000,000 shares of common stock to the majority shareholders of VeriTrek, Inc. (“VeriTrek”) in conjunction with our acquisition of a 75% equity interest in VeriTrek. On October 30, 2014, the Company and the VeriTrek majority shareholders mutually agreed to reduce our equity interest in VeriTrek to fifteen (15%) in exchange for their return to us of 6,750,000 of the 15,000,000 shares of common stock, due to the immediate unavailability of VeriTrek’s financial statements. |
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On November 7, 2014, the Company issued 1,000,000 shares of common stock to IBC Funds LLC in compliance with the settlement agreement. |
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On November 11, 2014, the Company issued 1,500,000 shares of common stock to Beaufort Capital Partners LLC to convert debentures and interest. |
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On November 14, 2014, the Company issued 1,000,000 shares of common stock to IBC Funds LLC in compliance with the settlement agreement and 2,000,000 shares of common stock to JMJ Financial to convert debentures and interest. |
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On November 24, 2014, the Company issued 1,239,669 shares of common stock to Iconic Holdings LLC to convert debentures and interest. |
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On November 25, 2014, the Company issued 1,980,198 shares of common stock to Tonaquint Inc. to convert debentures and interest. |
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On November 29, 2014, the Company sold 237 shares of Series 2020 Convertible Redeemable Cumulative Preferred stock, par value $200, to Stephen Wall and 125 shares of Series 2020 Convertible Redeemable Cumulative Preferred stock, par value $200, to Richard Carlton Wall for $25,000. The shares were issued in January 2015. |
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On December 2 2014, the Company issued 2,700,000 shares of common stock to IBC Funds LLC in compliance with the settlement agreement. |
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On December 3, 2014, the Company issued 2,752,525 shares of common stock to Beaufort Capital Partners LLC to convert debentures and interest. |
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On December 6, 2014, the Company issued 2,757,222 shares of common stock to JMJ Financial to convert debentures and interest. |
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On December 9, 2014, the Company issued 2,700,000 shares of common stock to IBC Funds LLC in compliance with the settlement agreement. |
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On December 12, 2014, the Company issued 3,350,000 shares of common stock to Tonaquint Inc. to convert debentures and interest. |
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On December 15, 2014, the Company issued 1,000,000 shares of common stock to Rodrigo Rappaccioli for $10,000 purchased under the DPO. |
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On December 15, 2014, the Company issued 3,722,675 shares of common stock to LG Capital Funding LLC to convert debentures and interest. |
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On December 15, 2014, the Company sold 1,500 shares of Series 2020 Preferred stock, par value $200, to Alison Helm for $375,000 cash. |
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On December 17, 2014, the Company issued 3,931,818 shares of common stock to Beaufort Capital Partners LLC to convert debentures and interest. |
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On December 18, 2014, the Company issued 2,700,000 shares of stock to IBC Funds LLC in compliance with the settlement agreement. |
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On December 19, 2014, the Company issued 10,000,000 shares of stock to VeriTrek Inc. and HR Hale LLC as part of the share exchange agreement signed in October 2014. |
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On December 19, 2014, the Company issued 3,000,000 shares of stock to Train Systems LLC for sales consulting services on closing deals. The Company recorded an expense of $6,000 or $.002, the closing stock price on the date of issuance. |
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On December 22, 2014, the Company issued 3,906,575 shares of stock to LG Capital Funding LLC to convert debentures and interest. |
On December 30, 2014, the Company issued 2,700,000 shares of stock to IBC Funds LLC in compliance with the settlement agreement, and 5,343,434 shares of stock to Beaufort Capital Partners LLC to convert debentures and interest. |
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On December 31, 2014, the Company issued 4,121,166 shares of stock to LG Capital Funding LLC to convert debentures and interest. |
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The Company had 119,249,895 and 14,282 shares of common stock issued and outstanding as of December 31, 2014 and 2013, respectively. |
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PREFERRED STOCK |
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On September 4, 2013, the Company entered a Unit Subscription Agreement and an Account Management Agreement with nine oversea investors. Under the terms of the Unit Subscription Agreement (the “Agreement”), the Company issued a total of 271,998 newly designated shares of preferred stock, which are convertible to common stock totaling 27,199,800 shares and 101,258,100 common stock warrants to nine investors for a total investment of $40,642,069 with an average Price of $1.42. The common stock warrants have an average exercisable price of $1.42 per common share. Under the Account Management Agreement, investors under the Unit Subscription Agreement and Company have appointed Elco Securities, Ltd. as intermediary to monitor and enforce the Use of Proceeds to ensure that it meets the projected Use of Proceeds as included in the Unit Subscription Offering Breakout Detail, filed as Exhibit 10.20 to Form 8-K with the SEC dated October 9, 2013 and included by reference herein. |
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Subject to and upon the terms and conditions set forth in the Agreement, at the Closing the Company issued and sold individually and not jointly, to the Investor(s), and the Investor(s), severally and not jointly, purchased from the Company that number of Units consisting of (i) shares of Convertible Preferred Stock (the "Shares"), and, (ii) Warrants to purchase additional Common Shares (the "Warrant") at such prices and in such amounts as are set forth opposite their respective Warrant Series name in Figure 1 hereto, and an expiration date of thirty six (36) months following registration or following final disbursement of capital or sixty (60) from this offering whichever is longer. |
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Offering Overview | | | |
Assumptions | Per Unit | Total Structure | Investment | | | |
Number of | Preferred Price | Price P/Unit | Total Units | Total Unit | | | |
Investors | Per Share | Purchase | | | |
9 | $149.04 | $45,156.85 | 900 | $40,642,069 | | | |
Preferred | Common | Preferred | Total Preferred | Total Warrant | | | |
Series | Price Per | Shares P/Unit | Shares | Exercise | | | |
| Share | | | | | | |
A | $1.49 | 303 | 272,700 | $144,062,663 | | | |
Breakouts | Avg. Warrant | Converted | Converted | Investors Equity % | | | |
Price | Common P/Unit | Common Shares | | | |
36 | $1.42 | 30,300 | 27,270,000 | 40.12% | | | |
Conversion | Common to | Warrants | Total Warrants | Investor Equity | | | |
Rate | Register2 | P/Unit1 | W/Warrants %3 | | | |
100 | 10,350,000 | 112,509 | 101,258,100 | 47.52% | | | |
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Payment: |
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The Investor(s), severally and not jointly, individually purchase that number of Units as is set forth next to their names on the Signature Page and such cost per Unit as specified in Figure 1. In consideration of the sale of these Units, and in reliance on the representations and warranties herein provided by the Company for the benefit of the Investor(s), the Investor(s) deliver their portion of the agreed to Total Unit Purchase (the "Purchase Price") as is set forth in Figure 1 above. Payment of the Purchase Price, of both the Unit Subscription Agreement and the Warrant exercise, has been made to the Company's Restricted Cash Account with the Intermediary as specified in the AMA which will monitor the capital disbursement. |
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Closing; Deliveries. |
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(a) The closing of the sale and purchase of the Units under the Agreement (the “Closing”) took place at the offices of the Intermediary, Elco Securities, Ltd. in Abaco, Bahamas. The date of the Closing is hereinafter referred to as the “Closing Date”. Such Closing shall be evidenced by a letter from the Intermediary attesting to the Closing and stating the available capital to the Company in their account (the "Closing Notification"). |
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(b) At the Closing, the Company delivered, or cause to be delivered, to each of the Investor(s), (i.) certificates evidencing the Convertible Preferred Shares being purchased by such Investor(s) as called for in the Agreement, registered in the name of such Investor(s), against payment to the Company of the Purchase price by such Investor(s), (ii.) the Warrants being purchased by such Investor(s) against payment to the Company of the Purchase Price by such Investor(s), (iii.) a corporate resolution authorizing the offering, closing and submission to the Account Management Agreement and (iv.) an opinion letter stating that the offering is an obligation of the company and that the offering has been completed according to applicable securities regulations. |
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The terms and conditions of the Account Management Agreement (“AMA”) are filed as Exhibit 10.21 and 10.22 of Form 8-K, filed with the SEC on October 9, 2013 and are incorporated herein. |
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In accordance with the terms of the agreement, we have reserved 28,000,000 shares of common stock for issuance upon conversion of the preferred stock. |
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In accordance with the agreement, in 2013, 100,000 shares of Series D Convertible preferred stock were issued to the agent as commissions in lieu of 8% commission on the total amount of funds raised and $500,000, the value of the preferred stock at par value ($5 per share) was expensed as Commissions, and during 2014, 2,500 shares of Series D preferred stock were converted to 7,450 shares of common stock. There were 97,500 shares of Series D Preferred stock issued and outstanding as of December 31, 2014. |
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In accordance with the agreement, 500,000 shares of Series C Convertible Supervoting stock were issued to our President Jon Cummings IV and is being held by the intermediary as a guarantee. The stock will be returned to the Company at the conclusion of the Agreement, and the Company has recorded it as Preferred stock reserves, a contra equity account. |
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In August 2014, we issued 97,002 shares of Series A Preferred Cumulative Convertible stock (10,778 shares per stockholder) to the original 9 Series A Preferred stockholders. |
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There were 500,000 shares of Series C Preferred Cumulative stock issued and outstanding as of December 31, 2014. |
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The related funds are being held in trust in an offshore Bahamian Restricted cash account, under the trusteeship of Elko Securities, Ltd. Since the funds are maintained by the intermediary, we have recorded these as subscription receivable in the Equity section of our balance sheet. As of December 31, 2014 and 2013, the account held balances of $43,636,559 and $43,642,694 respectively. |
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In February 2014, we issued 1,000,000 shares of Series G Convertible Preferred stock to Nuquist Capital MatchPoint to purchase their web portal. As of December 31, 2014, there are 1,000,000 shares of Series G Preferred stock issued and outstanding. |
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In April 2014 we issued 80,000 shares of Series F Preferred stock to Flavio Zuanier for consulting services regarding business management and overseas investing and recorded an expense of $8,000,000 or $100 per share. |
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In December 2014, we sold 1,862 shares of Series 2020 Preferred stock. We issued 1,500 shares in 2014. The remaining 362 shares were issued in 2015. Also in 2015 we sold 1,175 shares for $235.000. |
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In March 2015, we issued 2,000,000,000 shares of Series CC Preferred stock to our president for his services and recorded an expense of $200,000 or $.0001 per share to officer compensation expense. |
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OPTIONS |
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As part of the Standby Purchase Agreement with Lambert (See Note 14), the Company granted to Lambert a 5-year Option to Purchase Shares for 1,283 shares of our common stock at an exercise price of the lesser of (i) $0.40 per share or (ii) 110% of the lowest daily VWAP for our common stock as reported by Bloomberg during the thirty trading days prior to the date the option is exercised. The options expire March 7, 2018. The Company did not grant any registration rights with respect to any share of common stock issuable upon exercise of the options. The fair values of the options expense was calculated using the Black-Scholes options pricing model at issue date using the following assumptions: |
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Issuance | Dividend | Fair | Term | Assumed | Market | Volatility | Federal |
Date | Yield | Value | Conversion | Price on | Percentage | 5 year |
| | | Price | Issue Date | | Risk-free |
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3/8/13 | 0% | 4,500,950 | 5 years | $0.12 | $0.18 | 729% | 0.75% |
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No additional stock options were issued in the years ended December 31, 2014 and 2013, and in December 2014, Lambert exercised their options and received 2,126,588 shares of common stock. As of December 31, 2014, there are no options outstanding. |
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WARRANTS |
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As part of the consulting agreement with A.S. Austin Company, Inc., the Company granted warrants to purchase up to 1,000,000 shares of common stock, to be granted ratably over the term of the agreement on the first day of each calendar month. The Warrants shall be exercisable at any time or from time to time commencing on the grant date at an exercise price of $.40 per share. The Warrants will expire two years from the date of issuance and will be subject to customary stock splits and payable in legal tender. |
The consulting agreement with A.S. Austin has been dissolved, and as of December 31, 2014 and 2013, A.S. Austin Company had issued and outstanding 13 warrants. |
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On September 4, 2013, as part of the Unit Exchange Agreement discussed above, 5,063 warrants were issued to 9 investors. These warrants expire in 3 years (36 months) and are exercisable at variable amounts, as per the agreements and accompanying warrant certificates. |
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Stock Warrants and Options |
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Stock warrants/options outstanding and exercisable on December 31, 2014 are as follows: |
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Exercise Price per Share | | Shares Under | | Remaining | | | |
Option/warrant | Life in Years | | | |
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Outstanding | | | | | | | |
$0.40 | | 13 | | 1 | | | |
$0.5000 - $7,3927 | | 5,063 | | | | | |
Exercisable | | | | | | | |
$0.40 or 110% lowest daily VWAP 30 (Bloomberg) 30 trading days preceding the sale | | 0 | | 4 | | | |
$0.40 | | 13 | | 1 | | | |
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As of December 31, 2014 and 2013, -0- options and 5,076 warrants to purchase our common stock have been issued. No warrants have been exercised. |
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DEFERRED EQUITY OFFERING COSTS |
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In connection with the Standby Purchase Agreement with Lambert (See Note 14), the Company incurred the following costs through December 31, 2013: (1) stock issued to Lambert (See Note 14) as a commitment fee, fair value of $2,357,060; (2) options issued to Lambert as performance incentive, fair value of $4,500,950. These costs will be charged to additional paid-in-capital (“APIC”) as shares are sold to Lambert. |
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On June 3, 2013, the Company issued 500 shares of its common stock (10,000,000 pre-split) to Lambert under the Standby Purchase Agreement and a cost of $650,000 was charged to APIC, valued at the closing price of the stock on the day of stock issuance. |
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In December, 2014, Lambert exercised their options and the fair value of the options was charged to paid in capital on issuance of 2,126,588 shares. |