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Note 5. Stockholders' Equity
9 Months Ended
Jun. 30, 2014
Notes  
Note 5. Stockholders' Equity

NOTE 5.     STOCKHOLDERS' EQUITY

 

COMMON STOCK:

 

The Company's first issuance of common stock, totaling 1,085,000 shares, took place on June 25, 2010 pursuant to the Chapter 11 Plan of Reorganization confirmed by the U.S. Bankruptcy Court in the matter of AP Corporate Services, Inc. ("AP"). The Court ordered the distribution of shares in Nevada Health Scan, Inc. to all general unsecured creditors of AP, with these creditors to receive their PRO RATA share (according to amount of debt held) of a pool of 80,000 shares in the Company. The Court also ordered the distribution of shares in the Company to all shareholders of AP, with these shareholders to receive their PRO RATA share (according to number of shares held) of a pool of 5,000 shares in the Company. The Court also ordered the distribution of shares in the Company to all administrative creditors of AP, with these creditors to receive one share of common stock in the Company for each $0.10 of AP's administrative debt which they held. The value of these shares was calculated by the intrinsic value. The Company allocates the remaining claims of $663,449 to the common stock and warrants issued.

 

AP has a total claim of $743,449 by the unsecured creditors and $80,000 cash were settled at the date of liquidation. The remaining claims were settled by the issuance of common stock and warrants

 

The Court also ordered the distribution of five million warrants in the Company to all administrative creditors of AP, with these creditors to receive five warrants in the Company for each $0.10 of AP's administrative debt which they held. These creditors received an aggregate of 5,000,000 warrants consisting of 1,000,000 "A Warrants" each convertible into one share of common stock at an exercise price of $1.00; 1,000,000 "B Warrants" each convertible into one share of common stock at an exercise price of $2.00; 1,000,000 "C Warrants" each convertible into one share of common stock at an exercise price of $3.00; 1,000,000 "D Warrants" each convertible into one share of common stock at an exercise price of $4.00; and 1,000,000 "E Warrants" each convertible into one share of common stock at an exercise price of $5.00. All warrants are exercisable at any time prior to January 4, 2014. This warrant distribution also took place on June 25, 2010.

 

On December 27, 2013, the Company extended the maturity date to January 4, 2015. The estimated fair market value of these warrants as a result of the extension was deminimus. As a result the extension has no material impact on the Company’s results of operations.

 

On January 17, 2014, Strategic Capital Partners, LLC ("SCP") acquired 14,950,000 shares of the Company's outstanding common stock, as well as warrants to purchase 5,000,000 shares of the Company's common stock from several private parties. As a result of the acquisition, SCP owns approximately 93% of the Company's common stock which resulted in a change of control of the Company.

 

In connection with the acquisition:

 

 

Benjamin J. Barton, the owner of SCP, was appointed as a director of the Company; and

 

Dean Konstantine, Josephine Resma and Howard Behling resigned as officers and directors of the Company.

 

On February 21, 2014, the Company' board of directors, declared a stock dividend in the amount of four shares of common stock for each issued and outstanding share of common stock and issued 64,400,000 as a result. As the Company has an accumulated deficit the stock dividend resulted in no amounts being capitalized out of retained earnings and only the par value amount being capitalized out of paid in capital.

 

On March 20, 2014 the majority shareholder, Strategic Capital, returned 65,750,000 shares to the Company resulting in a return of capital of par value only to additional paid in capital.

 

On March 21, 2014 the Company issued 857,000 shares of common stock as part of a Reg. D offering for $642,750 or $0.75 per share.

 

On March 31, 2014 the Company issued 121,667 shares of common stock as part of a Reg. D offering for $91,250 or $0.75 per share.

 

On April 2, 2014 the Company cancelled 13,500 shares of common stock that were issued as part of a Reg. D offering for $10,125 or $0.75 per share.

 

On May 14, 2014 the Company issued 8,083 shares of common stock as part of a Reg. D offering for $6,063 or $0.75 per share.

 

On May 23, 2014 the Company issued 26,750 shares of common stock as part of a Reg. D offering for $20,063 or $0.75 per share.

 

On June 23, 2014 the Company issued 66,667 shares of common stock as part of a Reg. D offering for $50,000 or $0.75 per share.