8. STOCKHOLDERS’ EQUITY (DEFICIT)
The Company has
pre-forward stock split) shares authorized with a par value of $0.001
Effective July 25, 2006, the Company issued
pre-forward stock split) to the founding and sole director of the Company pursuant to a stock subscription agreement at $0.0005
per share for total proceeds of $20,000, the shares were issued below par thus $20,000
was applied to accumulated deficit.
Effective December 20, 2006, the Company issued
pre-forward stock split) shares of the Company’s common stock pursuant to the Company’s SB-2 prospectus offering at $0.0025
per share for total proceeds of $60,000.
On February 26, 2010, Monaco Capital Inc. acquired a controlling interest in the Company by purchasing
pre-forward stock split) shares of our common stock in a private transaction.
On March 17, 2010, the Company filed a Plan of Merger, Merger Agreement and Certificate of Change with the Nevada Secretary of State to affect a forward stock split of its common shares on a
old basis. The change was approved by FINRA effective April 12, 2010. As a result, our authorized capital increased from
shares of common stock and our issued and outstanding increased from
shares of common stock to
shares of common stock, all with a par value of $0.001. All references in these financial statements and notes to the financial statements to the number of shares, price per share and weighted average number of shares outstanding of common stock prior to this stock split have been adjusted to reflect the stock split on a retroactive basis unless otherwise noted.
On April 22, 2010, the Company entered into a convertible loan agreement with Monaco Capital Inc., a majority shareholder, resulting in a beneficial conversion feature valued at $16,833
which was applied to additional paid in capital.
On March 28, 2011 and April 19, 2011, Accredited Investors purchased an aggregate of
Units of the Company’s securities under the Private Placement Offering for net proceeds of $476,191. These shares were presented as issued and outstanding as at May 31, 2011, however the shares were not actually issued to the shareholders per the transfer agent records due to some administrative delay. Hence these shares are reclassified under Stock Payable in the current period.
On April 11, 2011, the company issued
restricted common shares of the Company, valued at $67,500, in full satisfaction of the debt owed to Investors Resource Group ("IRG") in the amount of $180,000
which accrued pursuant to a consulting agreement between IRG and the Company.