4. STOCKHOLDERS’ EQUITY
Preferred Stock – The Company is authorized to issue 40,000,000 shares of $.0001 par value preferred stock. As of September 30, 2012 and June 30, 2012, no shares of preferred stock have been issued.
Common Stock - The Company is authorized to issue 1,800,000,000 shares of $.0001 par value common stock. As of September 30, 2012 and June 30, 2012, 1,371,336,466 and 1,207,385,066 shares were issued and outstanding.
Mr. Thomas Guerriero, Chief Executive Officer and Director, at September 30, 2012 has a beneficial ownership interest of 1,045,613,829 shares of common stock and a 95% non-dilutive equity interest in the Company. The Company does not have sufficient authorized preferred stock and common stock to satisfy the Mr. Guerriero’s 95% non-dilutive equity interest.
On July 1, 2012, the Company received $20,000 in cash in exchange for a common stock payable of 1,500,000 shares of common stock ($0.0133 per share).
On August 15, 2012, the Company received $100,000 in cash in exchange for a common stock payable of 13,750,000 shares of common stock ($0.0073 per share).
On September 7, 2012, the Company received $50,000 in cash in exchange for a common stock payable of 15,000,000 shares of common stock ($0.0033 per share).
On September 12, 2012, the Company issued 42,820,400 shares of common stock to satisfy obligations under share subscription agreements for $379,688 in cash received included $209,688 in the stock payable as of June 30, 2012 and $170,000 from the transactions noted above.
On September 12, 2012, the Company issued 42,500,000 and 11,000,000 shares in common stock valued at $857,500 ($0.0160 per share) to settle amounts due to the former CEO and former COO of the Company of $475,558 and $112,184, respectively per debt settlement agreements. As a result, the Company recorded a loss on extinguishment of debt of $269,758.
On September 12, 2012, the Company issued 67,631,000 shares in common stock valued at $1,042,620 ($0.0154 per share) to settle accounts payable of $182,750 per debt settlement agreements. As a result, the Company recorded a loss on extinguishment of debt of $859,870.
On September 12, 2012, the Company issued 133,978,100 shares of common stock to original investors of the Company for anti-dilution protection. This transaction has been recorded retroactively similar to a stock split since the shares were issued with no corresponding consideration.
On September 17, 2012, the Company received $1,000 in cash in exchange for a common stock payable of 250,000 shares of common stock ($0.0040 per share).
On September 19, 2012, the Company received $5,000 in cash in exchange for a common stock payable of 2,500,000 shares of common stock ($0.0020 per share).
On September 19, 2012, the Company received $2,000 in cash in exchange for a common stock payable of 500,000 shares of common stock ($0.0040 per share).
On September 24, 2012, the Company received $25,000 in cash in exchange for a common stock payable of 5,000,000 shares of common stock ($0.0050 per share).
On September 24, 2012, the Company received $10,000 in cash in exchange for a common stock payable of 3,000,000 shares of common stock ($0.0033 per share).
On September 26, 2012, the Company received $5,000 in cash in exchange for a common stock payable of 2,500,000 shares of common stock ($0.0020 per share).
5. Related Party transactions
Employment –On July 1, 2012, the board approved that the Company will compensate the Chief Executive Officer a base salary of $500,000 per annum. The total expense related to this agreement was $125,000 and $62,500 for the periods ended September 30, 2012 and 2011, respectively. As of September 30, 2012 and 2011, $0 and $187,500 of total compensation was unpaid and recorded as payable, respectively.
6. SUBSEQUENT EVENTS
On October 3, 2012, the Company received $4,000 in cash in exchange for a common stock payable of 5,000,000 shares of common stock ($0.0008 per share).
On October 5, 2012, the Company received $10,000 in cash in exchange for a common stock payable of 5,000,000 shares of common stock ($0.0020 per share).
On October 9, 2012, the Company agreed to issue pursuant to its 2012 Equity Incentives Plan 20,000,000 shares of common stock valued at $298,000 ($0.0149 per share) for consulting services.
On October 23, 2012, the Company issued 24,000,000 of common stock to satisfy obligations under share subscription agreements for $64,006 and $2,130 in cash and services received, respectively. The obligation included $52,136 in the stock payable as of September 30, 2012 and $14,000 from the transactions noted above.
On October 23, 2012, we issued 20,000,000 shares of common stock to Richard Shergold, the former CEO of the Company, for consideration to waive his 1% non-dilutive provision to maintain 1% equity at all time of WMX Group Holdings, Inc.
