Annual report pursuant to Section 13 and 15(d)

Stockholders' Deficit

v3.3.1.900
Stockholders' Deficit
12 Months Ended
Dec. 31, 2015
Stockholders' Deficit [Abstract]  
Stockholders' Deficit

Note 9 – Stockholders’ Deficit

 

Issuances of Restricted Common Stock for Services

 

On March 23, 2015 the Company issued 100,000 shares of restricted common stock for services related to Corporate Governance. The common shares were valued based on the fair value of the services provided rather than the common stock issued because it was determined by management that the fair value of the services rendered was more readily available than the fair value of the restricted common stock issued. The total value assigned to these services was $6,100; $3,500 was paid in cash and $2,500 was recognized related to the issuance of the restricted common stock. The Company receiving the shares paid the Company $100 for the shares as part of the consulting agreement. On October 2, 2015, the Company entered into a second agreement with this consultant, this time for the issuance of 200,000 in exchange for governance services and NASDAQ consulting related to a potential up list to that Exchange. The services provided included a search for qualified independent board members, independency verifications of these potential members, drafting of a compensation package for Board of Director members, NASDAQ application for a potential up list (including related consulting on an up list), ongoing acquisition identification and due diligence, drafting of an insider trading policy, ongoing governance consulting through December 31, 2015 and succession planning for the Company as a whole. The shares were valued at the estimated fair value of the services provided, which was estimated as $40,000 based on the Consultants estimate of fair value of the services. The per share value (restricted common) for these services recognized in our financial statements based on the fair value of services performed, or $0.20 per share.

 

The Company agreed to issue 100,000 shares of common stock to an attorney for services provided as part of the original reverse merger filed by the Company. The shares were committed prior to the Company being a public entity and thus had no trading value or history. The shares were valued at $3,600 based on the fair value of services provided rather than the common stock issued because it was determined by management that the fair value of the services rendered were more readily available than the fair value of the restricted common stock issued.

 

During December of 2015, the Company issued 75,000 shares of restricted common stock to consultants for public relations and investor relation services. The shares were valued at the estimated fair value of the services performed, $15,000 or $0.20 per share.

 

Shares issued to Strategic for Expenses, Deposits and Acquisitions paid for on Behalf of the Company

 

As discussed in Note 8 above, a related entity incurred costs and paid landfill acquisition deposits and paid the cash portion of an acquisition on behalf of the Company. Total restricted common shares issued prior to December 31, 2015 for settlement of these costs totaled 365,482 (settled for $1 per share). Subsequent to year end, an additional 592,829 shares of the Company’s restricted common stock were settled for these expenses, deposits and acquisition costs at $1 per restricted common share.

 

Shares issued for Acquisitions

 

On October 15, 2015 and December 1, 2015, the Company closed on the Acquisition of Waste Recovery Enterprises, LLC and Gateway Rolloff Services, LP, respectively. Each of these acquired entities were owned 50% by the majority shareholder of the Company prior to the acquisitions. In each acquisition, a second owner owned 50% of the each acquired entity.

 

A total of 2,400,000 shares of the Company’s restricted common stock were issued for these two acquisitions. The majority shareholder of the Company received no cash or notes; instead, he received 1,500,000 and 1,650,000 shares of the Company’s restricted common stock for the sale of WRE and Gateway, respectively. The total 3,150,000 shares of the Company’s restricted common stock were not issued to the majority shareholder until after December 31, 2015, and thus have been presented as common stock subscribed in the equity section of the balance sheet. The shares were valued at $1 per share, equivalent with the settlement with Strategic as described above in the related party note section describing the expenses paid on behalf of the Company.

 

Preferred Stock

 

During May 2015, the Company amended the Articles of Incorporation to authorize 10,000,000 shares of the Company’s Series A preferred stock, no par value per share. On June 17, 2015, the Company issued one share of Series A Preferred Stock, no par value, to the Company’s Chairman of the Board (the “Chairman”). As a holder of outstanding shares of Series A Preferred Stock, the Chairman is entitled to voting power equivalent to the number of votes equal to the total number of Company’ common stock outstanding as of the record date for the determination of stockholders entitled to vote at each meeting of stockholders of the Company and entitled to vote on all matters submitted or required to be submitted to a vote of the stockholders of the Company.

 

Private Placement Shares

 

The Company raised $20,000 through sales of 40,000 shares of the Company’s restricted common at $0.50 per share through a Private Placement Memorandum. Total proceeds for these sales was $20,000.