CAPITAL STOCK | 9 Months Ended |
Sep. 30, 2013 |
Capital Stock | ' |
NOTE 7 - CAPITAL STOCK | ' |
Authorized |
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The Company is authorized to issue 50,000,000 shares (previously 200,000,000 shares) of preferred stock, having a par value of $0.0001 per share, and 300,000,000 shares (previously 150,000,000 shares) of common stock having a par value of $0.00003 per share. |
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Forward Stock Split and Authorized Capital Stock |
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Effective September 15, 2011, by Articles of Amendment, the Company effected the following changes: |
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-1 | forward split all outstanding shares of the Corporation’s common stock on a 3 for 1 basis. Accordingly, common share disclosure has been presented on a post- split basis, except where noted. | | | | | | | | | | | | | | | | | | | |
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-2 | increased authorized capital stock to 500,000,000 shares, of which 300,000,000 shares shall be common stock, par value $0.00003, and 200,000,000 shares shall be preferred stock, par value $0.0001, and to give the Board of Directors the power to fix by resolution the rights, preferences and privileges of preferred stock. | | | | | | | | | | | | | | | | | | | |
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On October 5, 2011, by approval of shareholders of the Company and the Florida Secretary of State, the authorized number of Series A Convertible Preferred Stock was changed to 50,000,000 shares from the previously authorized 200,000,000 shares of preferred stock. The Certificate of Designation for these shares provides among other rights and privileges the requirement that 75% of the outstanding Series A Convertible Preferred must give their prior consent, before the Company can elect members to the Board of Directors, issue any securities of the Company or affect any fundamental transaction (defined as acquisitions, mergers, sale or purchase of substantially all assets, etc.). The Company executed these amendments during the fourth quarter of 2011. |
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The shareholders of convertible preferred stock are voted equally with the shares of the Company’s common stock. Each share of the convertible preferred stock is convertible into two fully paid and non-assessable shares of common stock, subject to certain adjustments, as follows: |
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(i) | During the period commencing on October 10, 2013 and terminating on October 10, 2015 (“the quarterly conversion period”), each holder of convertible preferred stock may elect to convert, on each March 31, September30, September 30 and December 31 occurring during the quarterly conversion period, that number of shares of convertible preferred stock equal to 25% of the total number of shares of convertible preferred stock initially issued to such Holder into full paid and non-assessable shares of common stock; and | | | | | | | | | | | | | | | | | | | |
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(ii) | After the quarterly conversion period, each Holder may elect to convert all or any portion of its shares of convertible preferred stock then outstanding into full paid and non-assessable shares of common stock. | | | | | | | | | | | | | | | | | | | |
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(iii) | At any time after the issue date and while the convertible preferred stock are outstanding, the Company sells or grants any option to purchase or otherwise disposes or issues any common stock and/or common stock equivalents entitling any person to acquire shares of common stock at a price per share that is lower than $2.50 (such issuances, collectively, then the Company is required to issue additional shares of preferred shares (“Dilutive Issuance”), based on the ratio of the number of shares of common stock and equivalents divided by the number of shares of common stock prior to the dilutive issuance, times the number of shares of preferred stock prior to the dilutive issuance. Each preferred stock shareholder is entitled to receive a pro rate portion of the dilutive issuance based on the number of its shares of preferred stock held prior to the dilutive issuance. | | | | | | | | | | | | | | | | | | | |
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Issued and Outstanding |
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Preferred Stock |
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At September 30, 2013 and December 31, 2012, shares of preferred stock issued and outstanding totaled 0 and 11,453,804, respectively. |
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On October 10, 2011, the Company issued a total of 8,340,000 shares of series A convertible preferred stock, par value of $0.0001, in exchange for the purchase and cancellation of certain convertible debentures and other outstanding obligations of DEDC, a subsidiary of the Company, to four debenture holders, all directors of the Company, in the total amount of $1,146,565. |
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On December 30, 2011, the original issuance total was adjusted to 7,732,824 shares, in order to reflect certain payments in the amount of $121,435 made to one of the debenture holders during the period ending December 31, 2011. As a result, the total amount of the debt cancelled was adjusted to $1,146,565, in exchange for a total issuance of 7,732,824 shares of Series A convertible preferred stock. |
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On September 13, 2012, the Company issued a total of 500,000 shares of series A convertible preferred stock, at par value of $0.0001 per share, to two directors of the Company, with each receiving 250,000 shares, in conjunction with the execution and completion of certain contract provisions related to the R.F.B., LLC agreement. |
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On October 2, 2012, the Company issued a total of 2,000,000 shares of series A convertible preferred stock, at par value of $0.0001 per share, to one director of the Company, in conjunction with the execution of the C.C Crawford Option Agreement. |
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During 2012, the Company issued 1,220,980 shares of preferred stock, at par value of $.0001 per share, for a dilutive issuance under the preferred share agreement, to the shareholders of preferred stock. Each preferred stock shareholder is entitled to receive a pro rate portion of the dilutive issuance based on the number of its shares of preferred stock held prior to the dilutive issuance. |
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During the nine months ended September 30, 2013, the Company issued 393,182 shares of preferred stock, at par value of $.0001 per share, for a dilutive issuance under the preferred share agreement to the shareholders of preferred stock. Each preferred stock shareholder is entitled to receive a pro rate portion of the dilutive issuance based on the number of its shares of preferred stock held prior to the dilutive issuance. |
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On September 30, 2013, the Company entered into a series of repurchasing agreements with each of the shareholders of its Series A Convertible Preferred Stock. The Company entered into the agreement to eliminate future dilutive issuance as a result the Company was able to reduce its convertible share exposure by 33% and eliminate 75% control held by the Series A Preferred Stock. In exchange for the agreement, each of the Series A Preferred Stock holders were issued common stock in the Company based on weighted average conversation rate of 67% of the conversion rate. As a result the Company issued 91,042,112 shares of common stocks at par value of $.00003 in exchange for the repurchase each of the Series A Preferred stockholders. |
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Common Stock |
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At September 30, 2013 and December 31, 2012 shares of common stock issued and outstanding totaled 173,550,937 and 82,508,825, respectively. |
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During the year ended December 31, 2012, the Company issued 1,204,315 shares of common stock as follows: |
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- | On July 18, 2012 issued 609,315 Shares to Key Services, Inc. (‘Key Services”), valued at $121,862, for settlement of accounts payable balance per amendment to Key Services’ consulting agreement; | | | | | | | | | | | | | | | | | | | |
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- | On August 8, 2012, issued 250,000 Shares to Heartland Capital Markets, LLC (“Heartland”), valued at $15,000, for corporate advisory services per amendment to Heartland’s corporate advisory services agreement; | | | | | | | | | | | | | | | | | | | |
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- | On August 15, 2012, issued 125,000 Shares to Undiscovered Equities, Inc. (“UEI”) valued at $17,500, for consulting services per amendment to UEI’s consulting agreement; | | | | | | | | | | | | | | | | | | | |
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- | On September 13, 2012, issued 100,000 Shares to R.F.B., LLC, (“RFB”), valued at $6,000, for acquisition of exclusive license by Company per RFB’s license and assignment agreement. | | | | | | | | | | | | | | | | | | | |
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- | On December 31, issued 120,000 Shares to outside contractor, valued at $12,673, under the outside contractor’s consulting agreement. | | | | | | | | | | | | | | | | | | | |
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During the year ended December 31, 2011, the following share transactions occurred, presented on a retroactive post forward split basis: |
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-1 | Prior to the reverse merger and in connection to the reverse merger and recapitalization – | | | | | | | | | | | | | | | | | | |
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| (i) | 158,141,439 shares had been issued prior to the reverse merger; | | | | | | | | | | | | | | | | | | |
| (ii) | 134,358,566 shares were acquired for cash payment of $322,000 and returned to treasury; | | | | | | | | | | | | | | | | | | |
| (iii) | 45,110,076 shares were issued in connection with the reverse merger; | | | | | | | | | | | | | | | | | | |
| (iv) | 6,000,000 shares were issued to a convertible debenture holder as an investment bonus for investment; | | | | | | | | | | | | | | | | | | |
| (v) | 22,871,100 shares were issued on recapitalization, i.e. immediately prior to the effective time of the merger. | | | | | | | | | | | | | | | | | | |
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The Company's reverse merger transaction has been accounted for as a recapitalization of the Company whereby the historical financial statements and operations of the acquired company become the historical financial statements of the Company, with no adjustment of the carrying value of the assets and liabilities. |
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The financial statements have been prepared as if the reverse merger transactions had occurred retroactively as of the periods presented. Share and share amounts reflect the effects of the recapitalization for all periods presented. Accordingly, all of the outstanding shares of the acquired company's common stock at the completion date of the reverse merger transaction have been exchanged for the Company's common stock for all periods presented. |
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(2) | Subsequent to the reverse merger – | | | | | | | | | | | | | | | | | | |
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| (i) | 1,728,000 shares were issued as settlement of debt of $275,000; | | | | | | | | | | | | | | | | | | |
| (ii) | 3,000,000 shares and an additional 1,065,226 shares under anti-dilutive provisions were issued for strategic business services rendered. | | | | | | | | | | | | | | | | | | |
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On December 29, 2011, the Company executed separate securities exchange agreements with thirteen certain non-related debenture holders regarding debentures owed by DEDC, a subsidiary of the Company, in the aggregate amount of $226,500, plus accrued interest of $45,300, for a total of $271,800. These debentures were acquired, as well as accrued interest due to the debenture holders in exchange for the private issuance to the thirteen debenture holders as a group of 1,494,915 shares of restricted common stock. The fair value of the share compensation was calculated as $271,800. |
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Stock Purchase Warrants |
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During the nine months ended September30, 2013, the Company issued a total of three warrants for the purchase of 3,000,000 shares of common stock with a total value of $130,000. The following discusses the issuance of warrants during 2013: |
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-1 | On January 1, 2013, the Company incurred a warrant share issuance for the purchase of 1,000,000 Shares of common stock (‘Warrant Shares’) by an independent contractor (“Contractor”), per a January 1, 2012 Stock Purchase Warrant Agreement that gives Contractor right to purchase 1,000,000 shares (“Warrant Shares”) of common stock, after the first anniversary at exercise price of $0.20 per share, as discussed above. The fair value of the issued warrant is $60,000, based on Black-Scholes option-pricing model using risk free interest rate of 0.72%, expected life of 4 years and expected volatility of 534.55%. | | | | | | | | | | | | | | | | | | | |
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-2 | On January 11, 2013, the Company issued a warrant for the purchase of 1,000,000 shares of common stock to TMDS. As discussed above, TMDS receives a warrant to purchase 1,000,000 shares of common stock every ninety days during the term of the Contractor Agreement for a total of five (5) years. The fair value of the issued warrant is $50,000, based on Black-Scholes option-pricing model using risk free interest rate of 0.80%, expected life of 4 years and expected volatility of 529.81%. | | | | | | | | | | | | | | | | | | | |
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-3 | On April 11, 2013, the Company issued a warrant for the purchase of 1,000,000 shares of common stock to TMDS. As discussed above, TMDS receives a warrant to purchase 1,000,000 shares of common stock every ninety days during the term of the Contractor Agreement for a total of five (5) years. The fair value of the issued warrant is $20,000, based on Black-Scholes option-pricing model using risk free interest rate of 0.74%, expected life of 4 years and expected volatility of 429.77%. | | | | | | | | | | | | | | | | | | | |
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During the year ended December 31, 2012, the Company issued a total of six warrants for the purchase of 5,500,000 shares of common stock with a total value of $570,000. The following discusses the issuance of warrants during 2012: |
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-1 | On January 17, 2012, the Company issued a warrant for the purchase of 1,000,000 shares of common stock to TMDS, LLC ("TMDS"'), a company controlled by a director of the Company, as consideration for services rendered per a Contractor Agreement, dated July 9, 2011, and as further amended December 30, 2011. TMDS receives a warrant to purchase 1,000,000 shares of common stock every ninety days during the term of the Contractor Agreement for a total of five (5) years. The warrant is exercisable at $0.0001 per share, and has term expiring on the fifth anniversary date from the date of each issuance. A total of 25 warrants for the purchase of 25,000,000 million shares of common are issuable over the term of the agreement. The fair value of the issued warrant is $70,000, based on Black-Scholes option-pricing model using risk free interest rate of 0.79%, expected life of 5 years and expected volatility of 473.82%. | | | | | | | | | | | | | | | | | | | |
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-2 | On March 17, 2012, the Company issued a warrant for the purchase of 500,000 shares of common stock, at an exercise price of $0.001 per share, exercisable after twelve months from issue date, with a term expiring on the fifth anniversary date from the date of issuance, to a departing Chief Financial Officer, who resigned effective March 14, 2012. The fair value of the issued warrant is $70,000, based on Black-Scholes option-pricing model using risk free interest rate of 1.13%, expected life of 5 years and expected volatility of 460.03%. | | | | | | | | | | | | | | | | | | | |
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-3 | On April 16, 2012, the Company issued a warrant for the purchase of 1,000,000 shares of common stock to TMDS. As discussed above, TMDS receives a warrant to purchase 1,000,000 Shares every ninety days during the term of the Contractor Agreement for a total of five (5) years. The fair value of the issued warrant is $160,000, based on Black-Scholes option-pricing model using risk free interest rate of 0.85%, expected life of 5 years and expected volatility of 481.39%. | | | | | | | | | | | | | | | | | | | |
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-4 | On July 1, 2012, the Company incurred a warrant share issuance for the purchase of 1,000,000 Shares of common stock (‘Warrant Shares’) by an independent contractor (“Contractor”), per a January 1, 2012 Stock Purchase Warrant Agreement that gives Contractor right to purchase 3,000,000 shares (“Warrant Shares”) of common stock, as consideration for services rendered per an Independent Contractor Agreement with the Company, effective January 1, 2012. The contractor is entitled to purchase 3,000,000 Warrant Shares as follows: | | | | | | | | | | | | | | | | | | |
| - | 1,000,000 Warrant Shares after the first six month anniversary, at an exercise price of $0.10 per share with a term expiring on the four-year anniversary from the date of issuance; | | | | | | | | | | | | | | | | | | |
| - | 1,000,000 Warrant Shares after the first year anniversary, at exercise price of $0.20 per share, with a term expiring on the four-year anniversary from the date of issuance; | | | | | | | | | | | | | | | | | | |
| - | 1,000,000 Warrant Shares after the second year anniversary, at exercise price of $0.30 per share, with term expiring on the four-year anniversary from the date of issuance. | | | | | | | | | | | | | | | | | | |
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-5 | On July 15, 2012, the Company issued a warrant for the purchase of 1,000,000 shares of common stock to TMDS. As discussed above, TMDS receives a warrant to purchase 1,000,000 Shares every ninety days during the term of the Contractor Agreement for a total of five (5) years. The fair value of the issued warrant is $80,000, based on Black-Scholes option-pricing model using risk free interest rate of 0.62%, expected life of 5 years and expected volatility of 488.56%. | | | | | | | | | | | | | | | | | | |
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-6 | On October 13, 2012, the Company issued a warrant for the purchase of 1,000,000 shares of common stock to TMDS. As discussed above, TMDS receives a warrant to purchase 1,000,000 shares of common stock every ninety days during the term of the Contractor Agreement for a total of five (5) years. The fair value of the issued warrant is $90,000, based on Black-Scholes option-pricing model using risk free interest rate of 0.67%, expected life of 5 years and expected volatility of 547.10%. | | | | | | | | | | | | | | | | | | |
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During the year ended December 31, 2011, the Company issued a total of three warrants for the purchase of 15,000,000 shares of common stock with a total value of $1,624,052. The following discusses the issuance of warrants during 2011: |
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-1 | On July 9, 2011, in connection with the Line of Credit established with a related party, Charles R. Cronin, a director of the Company (the “Lender”), the Company granted a stock purchase warrant, which entitles the warrant holder to privately purchase a total of 9,000,000 post forward split warrant shares at a purchase price of $0.033 per share. In lieu of a cash payment, the warrant holder may elect to exercise the warrant, in whole or in part, in the form of a cashless exercise. The warrant, including unexercised warrant shares, will expire on the four-year anniversary. As of December 31, 2011, the company had issued the warrant to purchase 9,000,000 shares of common stock to Lender related to the line of credit agreement. The fair value of the issued warrant is $964,297, based on Black-Scholes option-pricing model using risk free interest rate of 1.135.%, expected life of 4 years and expected volatility of 195.89%. | | | | | | | | | | | | | | | | | | | |
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-2 | On July 9, 2011, the Board of Directors of the Company approved and the Company executed a consulting agreement with TMDS, LLC (“TMDS”), a company controlled by a director of the Company, whereby TMDS will locate and assist in the Company’s development and construction of energy campus projects to be undertaken by the Company in the future. The consulting agreement is non-exclusive and runs for a period of five years. As consideration, the Company has agreed to pay compensation to TMDS in the form of restricted shares of common stock of the Company in an amount equal to 1,000,000 restricted pre-forward split shares every 90 days. In addition, TMDS is entitled to additional fees, including but not limited to, joint venture, partnership, consulting, developer, contractor and/or project management fees, to be negotiated separately, and agreed to in writing on a project-by-project basis. | | | | | | | | | | | | | | | | | | | |
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This agreement was amended on December 30, 2011, whereby the compensation payment was changed to a warrant for the purchase of 3,000,000 million post-forward split shares of common stock at $0.00003 per share, every 90 days, with the first payment of shares due within 10 days of the agreement signing of July 9, 2011, and the second payment of shares due on October 19, 2011. The Company and TMDS have mutually agreed that the common stock to be issued subsequent to 2011 will not be on a forward stock split basis. A total of 25 million warrants are issuable over the term of the agreement. Of these warrants, two warrants for the purchase of 6,000,000 shares of common stock have been issued at December 31, 2011. The fair value of the issued warrants is $659,755, based on Black-Scholes option-pricing model using risk free interest rate of 1.74.%, expected life of 5 years and expected volatility of 195.89%. | | | | | | | | | | | | | | | | | | | |
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Warrants outstanding at September30, 2013 are as follows: |
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| | Outstanding Warrants | |
| | Number of | | | Exercise | | | Fair | | | Remaining Contractual | | | Expense | |
Shares | Price | Value | Term (Years) |
Issued in 2011 | | | | | | | | | | | | | | | |
Issued July 9, 2011 | | | 9,000,000 | | | $ | 0.033 | | | $ | 0.107 | | | | 2.77 | | | $ | 964,297 | |
Issued July 21, 2011 | | | 3,000,000 | | | $ | 0.0001 | | | $ | 0.11 | | | | 1.8 | | | | * | |
Issued October 19, 2011 | | | 3,000,000 | | | $ | 0.0001 | | | $ | 0.11 | | | | 2.05 | | | $ | 659,755 | |
Issued and Outstanding at December 31, 2011 | | | 15,000,000 | | | | | | | | | | | | | | | $ | 1,624,052 | |
* Included in October 19, 2011 issued warrants. | | | | | | | | | | | | | | | | | |
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Issued in 2012 | | | | | | | | | | | | | | | | | | | | |
Issued January 17, 2012 | | | 1,000,000 | | | $ | 0.0001 | | | $ | 0.07 | | | | 2.3 | | | $ | 70,000 | |
Issued March 17, 2012 | | | 500,000 | | | $ | 0.001 | | | $ | 0.14 | | | | 2.46 | | | $ | 70,000 | |
Issued April 16, 2012 | | | 1,000,000 | | | $ | 0.0001 | | | $ | 0.16 | | | | 2.54 | | | $ | 160,000 | |
Issued July 1, 2012 | | | 1,000,000 | | | $ | 0.1 | | | $ | 0.1 | | | | 2.75 | | | $ | 100,000 | |
Issued July 15, 2012 | | | 1,000,000 | | | $ | 0.0001 | | | $ | 0.08 | | | | 2.79 | | | $ | 80,000 | |
Issued October 13, 2012 | | | 1,000,000 | | | $ | 0.0001 | | | $ | 0.09 | | | | 3.04 | | | $ | 90,000 | |
Issued in 2012 | | | 5,500,000 | | | | | | | | | | | | | | | $ | 570,000 | |
Outstanding at December 31, 2012 | | | 20,500,000 | | | | | | | | | | | | | | | | | |
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Issued in 2013 | | | | | | | | | | | | | | | | | | | | |
Issued January 1, 2013 | | | 1,000,000 | | | $ | 0.2 | | | $ | 0.06 | | | | 3.25 | | | $ | 60,000 | |
Issued January 11,2013 | | | 1,000,000 | | | $ | 0.0001 | | | $ | 0.05 | | | | 3.28 | | | $ | 50,000 | |
Issued April 11, 2013 | | | 1,000,000 | | | $ | 0.0001 | | | $ | 0.02 | | | | 3.53 | | | $ | 20,000 | |
Issued in 2013 | | | 3,000,000 | | | | | | | | | | | | | | | | 110,000 | |
Outstanding at September30, 2013 | | | 23,500,000 | | | | | | | | | | | | | | | | | |
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Warrants outstanding and currently exercisable at September 30, 2013 are as follows: |
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| | Warrants Outstanding | | | Warrants Exercisable | |
| | Number of | | | Remaining Life | | | Exercise | | | Number of | | | Exercise | |
Shares | (Years) | Price | Shares | Price |
Issued July 9, 2011 | | | 9,000,000 | | | | 2.77 | | | $ | 0.033 | | | | 6,000,000 | | | $ | 0.033 | |
Issued July 21, 2011 | | | 3,000,000 | | | | 1.8 | | | $ | 0.0001 | | | | 3,000,000 | | | $ | 0.0001 | |
Issued October 19, 2011 | | | 3,000,000 | | | | 2.05 | | | $ | 0.0001 | | | | 3,000,000 | | | $ | 0.0001 | |
Issued January 17, 2012 | | | 1,000,000 | | | | 2.3 | | | $ | 0.0001 | | | | 1,000,000 | | | $ | 0.0001 | |
Issued March 17, 2012 | | | 500,000 | | | | 2.46 | | | $ | 0.001 | | | | 500,000 | | | $ | 0.0001 | |
Issued April 16, 2012 | | | 1,000,000 | | | | 2.54 | | | $ | 0.0001 | | | | 1,000,000 | | | $ | 0.0001 | |
Issued July 1, 2012 | | | 1,000,000 | | | | 2.75 | | | $ | 0.1 | | | | 1,000,000 | | | $ | 0.1 | |
Issued July 15, 2012 | | | 1,000,000 | | | | 2.79 | | | $ | 0.1 | | | | 1,000,000 | | | $ | 0.0001 | |
Issued October 13, 2012 | | | 1,000,000 | | | | 3.04 | | | $ | 0.0001 | | | | 1,000,000 | | | $ | 0.0001 | |
Issued January 1, 2013 | | | 1,000,000 | | | | 3.25 | | | $ | 0.2 | | | | 1,000,000 | | | $ | 0.2 | |
Issued January 11,2013 | | | 1,000,000 | | | | 3.28 | | | $ | 0.0001 | | | | 1,000,000 | | | $ | 0.0001 | |
Issued April 11, 2013 | | | 1,000,000 | | | | 3.53 | | | $ | 0.0001 | | | | 1,000,000 | | | $ | 0.0001 | |
| | | 23,500,000 | | | | | | | | | | | | 20,500,000 | | | | | |