| STOCKHOLDERS' DEFICIT |
NOTE 7 – STOCKHOLDERS’ DEFICIT
As of December 31, 2014, the Company had (i) 100,000,000 Common shares authorized with a par value of $.0001 per share, of which 50,411,443 shares were issued and outstanding, and (ii) 25,000,000 shares of preferred stock, par value $.0001 per share, authorized, none of which was issued and outstanding. 8,980,047 shares of Common Stock have been issued to founders, of which, 400,016 shares were issued to the President and director as part of their consulting agreements.
On November 14, 2013, the Company had the following transactions:
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The Company entered into and consummated transactions pursuant to a Subscription Agreement (the “Subscription Agreement”) with certain accredited investors whereby the Company issued and sold to the investors for $1.00 per share an aggregate of 249,998 shares of the Company’s Common Stock for an aggregate purchase price of $250,000. |
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As share-based compensation to employees and non-employees, the Company issued 2,369,991 shares of common stock valued at $2,369,991, based on the market price of the stock on the date of issuance. |
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The Company consummated transactions pursuant to a Share Exchange Agreement dated November 14, 2013 (the “Share Exchange Agreement”) by and among the Company and the stockholders of African Graphite, Inc., a Nevada Corporation (“AGI”), whereby the stockholders of AGI transferred 100% of the outstanding shares of common stock of AGI held by them, in exchange for an aggregate of
8,980,047 newly issued shares of the Company’s common stock. |
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The Company consummated transactions pursuant to a Share Exchange Agreement (the “Share Exchange Agreement”) with Zewar Jewellery, Inc. dated November 14, 2013 by and among the Company and the stockholders of the Company whereby the Company’s Stockholders transferred 100% of the outstanding shares of common stock of the Company held by them, in exchange for an aggregate of 8,980,047 newly issued shares of the Zewar Jewellery’s common stock with a par value $.0001 per share (“Common Stock”). |
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The Company issued 12,600,003 shares of Common Stock to NMC in connection with the option grant closing under the Option Agreement. |
All shares presented in these financial statements and accompanying footnotes have been retroactively adjusted to reflect the increased number of shares resulting from the seven point eight-to-one forward stock split effective on December 16, 2013.
The Company had the following common stock issuance transactions from January 1, 2014 to December 31, 2014 pursuant to a Subscription Agreement with accredited investors:
| Quarter |
|
Date |
|
# of Shares Sold |
|
|
Per Share Price |
|
|
Gross Proceeds |
|
| Q1 2014 |
|
February 3, 2014 |
|
|
271,400 |
|
|
$ |
1.00 |
|
|
$ |
271,400 |
|
| Q1 2014 |
|
March 14, 2014 and March 20, 2014 |
|
|
550,000 |
|
|
$ |
1.00 |
|
|
$ |
550,000 |
|
| Q1 2014 |
|
March 25, 2014 |
|
|
150,000 |
|
|
$ |
1.00 |
|
|
$ |
150,000 |
|
| Q2 2014 |
|
April 29, 2014 |
|
|
50,000 |
|
|
$ |
1.00 |
|
|
$ |
50,000 |
|
| Q2 2014 |
|
June 19, 2014 |
|
|
60,000 |
|
|
$ |
1.00 |
|
|
$ |
60,000 |
|
| Q3 2014 |
|
August 28, 2014 |
|
|
170,000 |
|
|
$ |
1.00 |
|
|
$ |
170,000 |
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On March 21, 2014, the Company cancelled 25,740,000 shares of common stock. The cancellation of the shares decreased the amount of common stock by $2,574 and increased additional paid in capital by the same amount. The shares were held by African Graphite and were cancelled for internal company restructuring.
On March 14, 2014, AGI exercised its option under the Option Agreement and the Company paid to NMC the balance of the purchase price in the amount of $150,000 outstanding under the Option Agreement.
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