Quarterly report pursuant to sections 13 or 15(d)

STOCKHOLDERS' EQUITY

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STOCKHOLDERS' EQUITY
9 Months Ended
Sep. 30, 2013
STOCKHOLDERS' EQUITY [Abstract]  
STOCKHOLDERS' EQUITY

NOTE 14 - STOCKHOLDERS' EQUITY


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 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.


Common stock based payments for services


On July 17, 2013, the Company granted a consulting firm 6,000,000 shares of Class A common stock for a one year agreement.  2,000,000 of the shares were issued on August 23, 2013 and 4,000,000 of the 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 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 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 common stock. The conversion occurred at the contractual conversion rate of $0.01667.  Of the total shares, 1,856,256 were Class A common stock with no restrictions.  These shares are currently awaiting the attorney opinion letter and are recorded in "Common Stock to Be Issued' at the date of this report (see Note 17).  The remaining 3,712,500 Class A shares with a 144 restriction and a one year restriction were issued on September 26, 2013.