Annual report pursuant to section 13 and 15(d)

STOCKHOLDERS' DEFICIT

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STOCKHOLDERS' DEFICIT
12 Months Ended
Dec. 31, 2013
STOCKHOLDERS' DEFICIT [Abstract]  
STOCKHOLDERS' DEFICIT

NOTE 14 - STOCKHOLDERS' DEFICIT


Common stock issued for 3:1 forward split of Class A Common Stock


On August 1, 2013, the Company issued 42,915,502 shares of Common Stock - Class A to non-affiliate shareholders, pursuant to a recapitalization. (See Note 17)


Common stock issued for cash


On October 24, 2013, the Company issued 5,000,000 shares of Class A common stock at $0.012 per share to one accredited investor in exchange for $60,000. The Company also issued 3,750,000 warrants with the investment (See Note 15).


On December 22, 2013, the Company entered into an agreement to issue 8,332,500 shares of Class A common stock at $0.012 per share to one accredited investor in exchange for $100,000. The company received the funds in early January 2014 and issued the 8,332,500 shares. The Company also issued 6,249,375 warrants with this offering (See Note 15).



Common stock issued for the conversion of notes


On May 10th, 2013 the Board of Directors adopted the resolution to issue a shareholder 250,000 Class A shares as a condition of an additional investment.  The Company originally issued the shareholder 750,000 Class A shares, at $0.033 per share, for a $25,000 investment on July 14th, 2011.  This July 14, 2011, investment was repriced at $0.025 per share resulting in the additional 250,000 shares.  These shares were issued on May 23rd, 2013.  The Company recorded an additional expense of $1,833 related to the share issuance based on the quoted share price on the grant date of $0.007.


On May 11, 2013, the shareholder verbally requested to convert a $13,750 note into 825,000 shares Class A common stock at the contractual conversion rate. The shares were issued during the third quarter when the Company received the appropriate conversion notice (See Note 8).


On August 1st, 2013, a settlement agreement was reached to convert a convertible note in the amount of $68,750 plus default penalty and interest of $24,063, which was expensed, into 5,568,768 shares of Class A common stock. The conversion occurred at the contractual conversion rate of $0.01667 (See Note 8).  


On March 6, 2012, a convertible note in the amount of $137,500 was converted into 5,499,999 shares of Class A common stock at the contractual conversion rate $0.025 per share (See Note 8).


Common stock based payments for services


On July 17, 2013, the Company granted a consulting firm 6,000,000 restricted shares of Class A common stock for a one year agreement.  The purpose of the agreement is to provide consultation to the Company with respect to various fund raising and other capital market activities related to international sources of funding. 2,000,000 shares were issued on August 23, 2013. As a result of the reclassification of the Company's common stock and subsequent dividend, an additional 4,000,000 shares were issued on August 30, 2013. The shares were valued at $0.006667 or $40,000 based on the quoted trading price on the grant date and the company recorded a prepaid expense to be amortized over the one-year term of the agreement.


On June 1, 2013, the Company granted a consulting firm 4,500,000 Class A common shares for a one year investor relations agreement.  The shares were issued September 26, 2013. The shares were valued at $0.004333 or $19,500 based on the quoted trading price on the grant date and the company recorded a prepaid expense to be amortized over the one-year term of the agreement.


On January 2, 2012, the Company granted 100,000 shares of Class B common stock valued at their fair value of $10,000 to an independent director in payment of director fees for the coming year which was fully expensed as of December 31, 2012.