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CAPITAL STRUCTURE
3 Months Ended
Mar. 31, 2017
Notes to Financial Statements  
Note 6 - 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 with Amplerissimo 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 February 10, 2017 the Company and Decahedron consummated the acquisition of Decahedron SPA. Pursuant to the terms of the Decahedron SPA, the shareholders of Decahedron received an aggregate of 1,700,000 shares of common stock of the Company, which were delivered at closing in exchange for all of the Ordinary Shares of Decahedron for the Stock Consideration.

 

Shares Issued for Services

 

On March 1, 2017, the Company entered into a four-month consulting agreement with ArKo European Business & Services GmbH for consideration of 5,000 restricted shares of common stock to be issued during the period of the agreement for any introductions and related contributions the Company receives as a result of those introductions. As of March 31, 2017, no consideration has been earned and no shares have been issued related to this agreement.

 

As of March 31, 2017 and December 31, 2016, the Company had 127,570,532 and 125,870,532 shares of Common Stock issued and outstanding, respectively.

 

Preferred Stock

 

The Company is authorized to issue 100 million shares of preferred stock, which have a liquidation preference over the common stock and are non-voting. As of March 31, 2017 and December 31, 2016, 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 per share. 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 60,000 options fully vested as of March 31, 2017. (See Note 9)

 

On January 1, 2017 the Company granted 250,000 options to an employee of the Company as compensation for being appointed the International Finance Manager of the Company. The options have an exercise period of four years with an exercise price of $0.10 per share. 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 62,500 options fully vested as of March 31, 2017. (See Note 9)

 

On January 3, 2017 the Company granted 120,000 options to an employee of the Company as compensation for being appointed as a consultant of the Company. The options have an exercise period of five years with an exercise price of $0.20 per share. 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 March 31, 2017. (See Note 9)

  

No options, warrants or other potentially dilutive securities other than those disclosed above have been issued as of March 31, 2017 and December 31, 2016.