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6. STOCKHOLDERS' EQUITY (DEFICIT)
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9 Months Ended |
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Sep. 30, 2013
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| STOCKHOLDERS' DEFICIT | |
| Stockholders' Equity |
Common Stock
The Company is authorized to issue up to 190,000,000 shares of common stock (par value $0.0001). As of September 30, 2013 and December 31, 2012, the Company had 11,741,667 and 7,000,000 shares of common stock issued and outstanding, respectively. On January 29, 2013, the Company issued 900,000 shares of common stock to PhytoSPHERE in connection with the Company’s acquisition of assets from PhytoSPHERE and in satisfaction of the first payment obligation to PhytoSPHERE (Note 3). On April 4, 2013, the Company issued 1,000,000 shares of common stock to PhytoSPHERE in satisfaction of its second payment obligation (Note 3). During the fiscal quarter ended June 30, 2013, the Company paid $750,000 in cash and on July 23, 2013, the Company issued 1,208,334 shares of common stock to PhytoSPHERE completing its third installment in the aggregate amount of $8,000,004 (Note 3). During the fiscal quarter ended September 30, 2013 the Company paid $200,000 in cash and on September 20, 2013, the Company issued 1,633,333 shares of common stock to PhytoSPHERE to complete its fourth payment obligation in the aggregate amount of $9,999,998 (Note 3). The final installment is due on or before December 31, 2013, in the amount of $6,499,998.
Preferred Stock
The Company is authorized to issue up to 10,000,000 shares of $.0001 par value preferred stock with designations, rights and preferences to be determined from time to time by the board of directors of the Company (the “Board”). Accordingly, the Board is empowered, without shareholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of the Company’s common stock. In the event of issuance, the preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company. If the Company issues preferred stock shares and the Company is subsequently liquidated or dissolved, the preferred shareholders may have preferential rights to receive a liquidating distribution for their shares prior to any distribution to the holders of the Company’s common stock.
Options/Warrants
As of September 30, 2013 and December 31, 2012, there were no outstanding options or warrants for the purchase of the Company’s common stock. On July 25, 2013, the shareholders approved the Company’s 2013 Equity Incentive Plan (the “Plan”) which reserves 1,000,000 shares of the Company’s common stock for issuance under the Plan. |