Quarterly report pursuant to Section 13 or 15(d)

Stockholders' Deficit

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Stockholders' Deficit
6 Months Ended
Jun. 30, 2016
Stockholders' Deficit [Abstract]  
Stockholders' Deficit

Note 9 – Stockholders’ Deficit

 

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 during the three months ended March 31, 2016 for settlement of these costs totaled 592,829 (settled for $1 per share).

 

Shares issued to consultant for professional fees:

 

The Company entered into an agreement with a consulting firm for investor relation services throughout a twelve-month period, from May 10, 2016 through May 9, 2017. Total shares granted for the services were 400,000. As of June 30, 2016, 300,000 shares had been issued and 100,000 shares will be issued on August 10, 2016. The remaining 100,000 shares are included in subscribed shares as of June 30, 2016 (see below, shares subscribed during the three months ended June 30, 2016). The granted shares were valued based on the value of the stock on the date of grant, May 10, 2016, of $0.13. The total value of the shares issued was approximately $53,000. As of June 30, 2016, approximately $8,000 was expensed and the remaining $45,000 was included in our consolidated prepaid expenses and will be amortized monthly over the term of the contract.

 

Shares Subscribed, Issued During the Three Months Ended March 31, 2016:

 

As discussed in note 10, the Company acquired two related party entities; as part of the Consideration for the purchase, the Company granted the Shareholder a total of 3,150,000 restricted common shares of the Company’s restricted common stock as part of the acquisition. As of December 31, 2015, the shares were not issued, and thus were included in common stock subscribed on our consolidated balance sheet. During the three months ended March 31, 2016, all 3,150,000 shares were issued and transferred from common stock subscribed to additional paid in capital.

 

Shares subscribed during the three months ended June 30, 2016:

 

During the three months ended June 30, 2016, the Company settled amounts due to a related entity for expenses paid on behalf of the Company by the related entity and for payment of the short term acquisition note paid on behalf of the Company by the related entity as part of the WRE acquisition, totaling $250,000. The $250,000 acquisition note with WRE was settled for $1 per share of the Company’s stock for a total of 250,000 subscribed shares of the Company’s restricted common stock. The Company settled $112,154 of expenses paid by the third party for expenses incurred by the Company during the period from January 1, 2016 through March 31, 2016, primarily for professional fees for $0.50 per share subscribed, or 224,308 subscribed shares of the Company’s restricted common stock. The Company also incurred professional fees with a vendor that were settled for 100,000 shares of the Company’s common stock, valued at $13,150 by the share price on the date of Grant, May 11, 2016, multiplied by the shares granted (see above, Shares issued to consultant for professional fees).

 

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 the outstanding share of Series A Preferred Stock, the Chairman is entitled to voting power equivalent to the number of votes equal to the total number of the Company’s 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.

 

On approximately January 1, 2016, the Company’s Board of Directors approved 10,000,000 shares of 10%, cumulative preferred stock and $2,000,000 of Shareholder debt was converted to this class of preferred stock. During the six and three months ended June 30, 2016, $100,000 and $50,000 of dividends was accrued, but not paid on this preferred stock. They are included in our consolidated accrued liabilities as of June 30, 2016. Total accrued preferred stock dividends as of June 30, 2016 and December 31, 2015 were $100,000 and $0, respectively.