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Note 1 - Organization and Basis of Presentation
12 Months Ended
Dec. 31, 2013
Notes  
Note 1 - Organization and Basis of Presentation

Note 1 – Organization and Basis of Presentation

 

Organization, Nature of Business

 

One World Holdings, Inc. (the "Company"), a Nevada Corporation, is a Houston based company focused on doll design and marketing.  Substantially all of the Company's operations are conducted through its wholly owned subsidiary, The One World Doll Project, Inc. (a Texas Corporation - "OWDPI"). OWDPI began operations on October 1, 2010, and on January 14, 2011 OWDPI was incorporated in the State of Texas.  The accompanying consolidated financial statements are presented as if OWDPI was a corporation from inception.  National Fuel and Energy, Inc. (a Texas Corporation) is a wholly owned subsidiary of the Company that has been dormant since its inception on October 1, 2010. Additionally, the reverse merger and recapitalization transaction described in Note 2 and 4 are given retroactive effect in these consolidated financial statements.

 

In October 2013, we received our first shipment of dolls from our manufacturer and commenced sales of dolls.  Effective the fourth quarter of 2013, we no longer consider the Company to be in the development stage.

 

Reverse Merger and Recapitalization

 

On July 21, 2011, OWDPI entered into a reverse merger with the Company.  The reverse merger, which resulted in a recapitalization of OWDPI, was achieved through a Share Exchange Agreement (the "Share Exchange") with OWDPI's stockholders.  The Company is the acquiring legal entity in the transaction, but OWDPI is the reporting entity for accounting purposes because its former stockholders emerged from the transaction with a controlling interest in the Company.  The acquisition is treated as a recapitalization of OWDPI because, prior to the transaction, the Company had no significant assets, liabilities or operations.

 

The recapitalization of OWDPI was achieved by exchanging each share of OWDPI for 15.2856 shares of the Company (taking into consideration a 38.214 for 1 exchange ratio followed by a 1 for 2.5 reverse split of the Company's shares).  OWDPI's stockholders received a total of 130,013,584 shares under the Share Exchange, resulting in 143,577,560 outstanding shares (after the reverse split there were 57,431,029 outstanding shares). Accordingly, OWDPI's stockholders controlled approximately 90% of the Company after the Share Exchange.

Reverse Stock Split

 

Stockholders holding a majority of the voting power of the outstanding voting stock of the Company, as well as the Company’s Board of Directors, acted by written consent to approve an amendment to the Company’s Articles of Incorporation dated December 30, 2013 to (a) effect a reverse stock split of the Company’s common stock by a ratio of one-for-seven hundred fifty (1:750) and (b) reduce the number of authorized shares of common stock from 1,500,000,000 to 50,000,000.  The Financial Industry Regulatory Authority (“FINRA”) approved the reverse stock split effective January 13, 2014.

 

The share exchange and reverse stock splits have been given retroactive effect in our consolidated financial statements.