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CAPITAL STRUCTURE
12 Months Ended
Dec. 31, 2016
Notes to Financial Statements  
Note 3 - 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.

 

On November 4, 2016, the Board of Directors authorized the exercise of stock options held by a former director to purchase 240,000 shares of common stock and the Company recorded $24,000 in proceeds. (See Note 10.)

 

As of December 31, 2016 and 2015, the Company had 125,870,532 and 125,630,532 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, 2016 and 2015, no preferred shares have been issued.

 

Potentially Dilutive Securities

 

On October 1, 2016 the Company granted 120,000 options to an employee of the Company as compensation for being appointed the US Finance Manager of the Company. The options have an exercise period of four years with an exercise price of $0.20. In the event that he ceases to work for the Company for any reason, he will be entitled to a pro rata portion of the annual options. The options vest monthly with 30,000 options fully vested as of December 31, 2016. (See Note 10.)

 

No options, warrants or other potentially dilutive securities other than those disclosed above have been issued as of December 31, 2016 and 2015.