6. Common and Preferred Stock
The Company’s authorized stocks consist of:
- 516,666,666 common shares at a par value of $0.001, and
- 100,000,000 preferred shares at a par value of $0.00001.
Effective November 7, 2011, the Board of Directors approved a one (1) for six (6) reverse stock split of authorized, issued and outstanding shares of common stock. The Company amended its Articles of Incorporation by the filing of a Certificate of Change with the Nevada Secretary of State wherein the Company would issue one share for every six shares of common stock issued and outstanding immediately prior to the effective date of the forward stock split. As a result, the authorized capital decreased from 3,100,000,000 shares of common stock with a par value of $0.00001 to 516,666,666 shares of common stock with a par value of $0.001. The reverse stock split is presented retroactively in these financial statements.
In the event of the liquidation of the Corporation, holders of Preferred Stock shall be entitled to received, before any payment or distribution on the Common Stock or any other class of stock junior to the Preferred Stock upon liquidation, a distribution per share in the amount of the liquidation preference, if any, fixed or determined in accordance with the terms of such Preferred Stock plus, if so provided in such terms, an amount per share equal to accumulated and unpaid dividends in respect of such Preferred Stock (whether or not earned or declared) to the date of such distribution. Neither the sale, lease or exchange of all or substantially all of the property and assets of the Corporation, nor any consolidation or merger of the Corporation, shall be deemed to be a liquidation for the purposes of the Articles of the Company.
Effective November 7, 2011, the Company and Halter Energy Capital Corporation (“Halter”) closed a Stock Purchase Agreement, pursuant to which Halter received a total of 44,500,000 shares of common stock of the Company for gross proceeds of $500,000, and warrants to purchase 20,000,000 shares for $0.20 per share within two years. The relative fair value of the warrants was estimated to be $76,907 using the Black-Scholes option pricing model with the following assumptions: risk free interest rate of 0.25%, expected volatility of 178%, an expected life of 2 years and no expected dividends.
Effective November 7, 2011, the Company and Mr. Juan Carlos Espinosa, the controlling stockholder at the time, closed a Redemption Agreement pursuant to which the Company redeemed 24,753,333 shares of common stock for $1,000.
Upon completion of the transactions described above on November 7, 2011, Halter owned approximately 80.18% of the outstanding Common Stock of the Company.
As at August 31, 2012 and 2011, 55,500,030 and 35,753,363 shares of the Company’s common stock were issued and outstanding respectively, and no shares of the Company’s preferred stock are issued and outstanding.