Annual report pursuant to Section 13 and 15(d)

8. STOCKHOLDERS' EQUITY (DEFICIT)

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8. STOCKHOLDERS' EQUITY (DEFICIT)
12 Months Ended
Dec. 31, 2013
Stockholders' equity (deficit)  
STOCKHOLDERS' EQUITY (DEFICIT)

Common Stock

The Company is authorized to issue up to 190,000,000 shares of common stock (par value $0.0001). As of December 31, 2013 and 2012, the Company had 15,580,000 and 7,000,000 shares of common stock issued and outstanding, respectively. During the year, the Company issued a total of 5,825,000 shares of common stock to PhytoSPHERE in connection with the Company’s acquisition of assets from PhytoSPHERE. (Note 5).

 

The Company issued a total of 5,000 shares of common stock in two separate grants of 2,500 each to an employee under an employment agreement. The agreement calls for an additional grant of 2,500 shares each quarter through June 2015.

 

On November 7, 2013, the Board of Directors approved the terms of an offering of up to $10 million of its restricted common stock in a private placement to accredited investors at a price of $1.00 per share. The offering was conducted pursuant to Rule 506(b) of Regulation D, as promulgated by the SEC under the Securities Act of 1933, as amended. As of December 31, 2013, the Company sold a total of 2,750,000 shares under the offering and received net proceeds of $2,731,423. As of December 31, 2013, $175,000 was received for 175,000 shares that were issued subsequent to year end.

 

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. Each such series or class shall have voting powers, if any, and such preferences and/or other special rights, with such qualifications, limitations or restrictions of such preferences and/or rights as shall be stated in the resolution or resolutions providing for the issuance of such series or class of shares of preferred stock.

 

Options/Warrants

As of December 31, 2013 and 2012, there were no outstanding options or warrants for the purchase of the Company’s common stock. On July 25, 2013, the stockholders 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. There are currently no option shares outstanding under the Plan.