SHAREHOLDERS' DEFICIT |
9 Months Ended |
|---|---|
Oct. 31, 2016 | |
| SHAREHOLDERS' DEFICIT | |
| SHAREHOLDERS' DEFICIT | 9. STOCKHOLDERS’ DEFICIT
Preferred Shares
The Company is authorized to issue 10,000,000 shares of preferred stock, par value $0.001 per share.
No shares of preferred stock were issued or outstanding during the nine month periods ended October 31, 2016 and 2015.
Common Shares
The Company is now authorized to issue 300,000,000 shares of common stock, par value $0.0001 per share. The Company has issued 148,457,788 common shares as of October 31, 2016 and had increased its reserve to accommodate debt as may be needed.
On March 18, 2016, the directors approved 100,000 shares of the Company's common stock be issued to Azur Universal Inc and were issued at $.65 per share as per the agreement signed July 8, 2014 (See Note 7). The amount was recorded as deposit on software acquisition under other current assets.
The Company has retained three unrelated parties as Consultants to help develop investor awareness in the Company through varied campaigns that revolve around contacting known sophisticated investors through media outlets, newsletters, emails and direct telephone calls. The consultants are compensated in combination of cash and restricted common shares. In May and June, the Company issued 5,783,333 shares of its common stock for services rendered by unrelated third parties. This represents payments to invoices totaling $229,183.
On July 20, 2016, the directors approved 900,000 of the Company’s shares (book value of $26,100) be issued to Azur Universal Inc and were issued at $.029 cents per share to acquire the license rights and source code for the Global Trader software. The directors proceeded with purchasing the asset and declined to purchase the company at this time. An 8-K form was filed and a press release was sent out. The shares were issued in August and the license and rights have been acquired.
The Company also filed an 8-K form, in May, noting a share buyback program adopted by the directors to help offset future share dilution stemming from borrowing activities. The directors believe it is important to demonstrate confidence in the strength of our business plan and to reinforce our ongoing commitment to improving shareholder returns. To date no shares have been purchased and we are continuing to work with our broker dealer to establish an active account and a trading plan within their guidelines.
The Company was able to pay some of its debt obligations and the balance of the outstanding note for $25,000 was repaid from the permitted conversion of 2,500,000 shares on June 2, 2016.
The Company was able to partially pay its debt obligations and the balance of the outstanding notes were repaid from conversion of shares as follows, on September 6, converted 6,200,000 shares, on September 13, converted 6,558,000 shares and on September 14, converted 3,474,785 shares. On September 26, the second note had a partial conversion of 7,000,000 shares. The total number of common shares issued is 23,232,785 for a total value of $147,691.
On July 8, 2014, the Company entered into an agreement to issue 100,000 shares of its common stock as a deposit to acquire software and against an option to acquire 100% of the issued share capital of AZUR Universal Inc., subject to certain terms and conditions. At the date of this report certain due diligence remained to be completed. The common shares due were issued in March of 2016 as the directors wanted to continue exploring the merits and timing of this software acquisition. An additional 900,000 common shares were fully issued in August of 2016 to complete the full purchase transaction at the agreed sum. The shares were formally released upon receiving all software code and documentation as items as outlined and agreed. The total value of the shares issued to purchase the asset was recognized at $91,100.
On October 31, 2016 the directors unanimously agreed to increase the authorized common shares to 300,000,000 at par value of $.0001 and there were no changes to the preferred shares at this time.
On October 29, 2016, the Company wished to engage Consultants and entered into an agreement. 10,000,000 common shares at $1,000 value are recorded as stock payable accordingly.
STOCK OPTIONS
The Company adopted the 2013 Equity Incentive Plan (the “Plan”) on January 31, 2012, reserving 5,500,000 shares for future issuances, of which a maximum of 2,500,000 may be issued as incentive stock options. The Plan provides for the issuance of non-statutory stock options or restricted stock to officers and employees, with an exercise price that is at least equal to the fair market value of the Company’s common stock on the date of grant. Vesting terms and the lives of the options are to be determined by the Board of Directors upon grant. As of October 31, 2016 and 2015, no options have been issued under this Plan. |