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CAPITAL STRUCTURE
12 Months Ended
Dec. 31, 2015
Notes to Financial Statements  
Note 2 - CAPITAL STRUCTURE

Common Stock

 

The Company is authorized to issue 300 million shares of common stock and had issued 100,000,000 in connection with the merger and had 25,585,532 shares issued prior to the merger.

 

Under the Exchange Agreement, the Registrant completed the acquisition of all of the issued and outstanding shares of Amplerissimo through the issuance of 100,000,000 restricted shares of Common Stock to Dimitrios Goulielmos, the sole shareholder of Amplerissimo. Immediately prior to the Exchange Agreement transaction, the Registrant had 25,585,532 shares of Common Stock issued and outstanding. Immediately after the issuance of the shares the Registrant had 125,585,532 shares of Common Stock issued and outstanding.

 

The consideration provided pursuant to the Exchange Agreement was the issuance of 100,000,000 shares of our common stock.

 

On April 28, 2015, the Company issued 45,000 shares of common stock to Hellenic American Securities for consulting services and has recorded consulting expense of $28,352 for the year ended December 31, 2015 based on the share price on the date of issuance. The terms of the consulting agreement call for payments of $1,000 per month plus 180,000 shares on an annual basis which will be issued quarterly. As of November 19, 2015, this agreement has been terminated due to lack of service. No additional shares will be issued under this agreement.

 

As of December 31, 2015 and 2014, the Company had 125,630,532 and 125,585,532 shares of Common Stock issued and outstanding, respectively.

 

Preferred Stock

 

The Company is authorized to issue 100 million shares of preferred stock, which have liquidation preference over the common stock and are non-voting. As of December 31, 2015 and 2014, no preferred shares have been issued.

 

Potentially Dilutive Securities

 

On January 5, 2013, we granted 240,000 options to Mr. Konstantinos Vassilopoulos, former Secretary and Director, under a four-year agreement to provide 240,000 options per year at $0.10. The options have an exercise period of four years with an exercise price of $0.10. As he no longer serves on the Board of Directors, he is only entitled to the vested 240,000 shares underlying the option. Mr. Konstantinos Vassilopoulos resigned on January 13, 2014. The exercisability of 240,000 shares expires on January 5, 2017.

 

No options, warrants or other potentially dilutive securities other than those disclosed above have been issued as of December 31, 2015 and 2014.