XML 34 R10.htm IDEA: XBRL DOCUMENT

CAPITAL STOCK

9 Months Ended

Sep. 30, 2014

Authorized Stock

The Company is authorized to issue 10,000,000 shares of preferred stock, having a par value of $0.0001 per share, and 50,000,000 shares of common stock, having a par value of $0.0001 per share.

Issued and Outstanding

Preferred Stock

As of September 30, 2014, the Company had not issued any preferred stock.

Common Stock

At September 30, 2014, the Company had 18,429,108 shares of common stock issued and outstanding.

During the nine months ended September 30, 2014, the Company issued 18,278,620 shares of common stock as follows:

On January 13, 2014, the Company issued 14,000,000 shares of the Company’s Common Stock in conjunction with its asset purchase agreement to acquire www.classifiedride.com.See further discussion at Note 1 and 4.

On January 15, 2014, the Company issued 765,000 shares of the Company’s Common Stock for 51% of the membership interests of Autoglance, LLC, a Tennessee Limited Liability Company. See discussion at Note 1.

On March 14, 2014, the Company entered into a note conversion agreement with Rocky Road Capital, Inc. to convert 12.725% of the note balance, which was due to a former director and subsequently assigned to Rocky Road Capital, Inc., into 1,153,620 shares of Common Stock at $0.10 per share, as partial payment for $115,362, thereby reducing the balance owed to $791,212. The Company recognized a gain of $115,247 on extinguishment of the debt, as a result of this transaction.

On May 22, 2014, the Board of Directors approved three subscription agreements aggregating $55,000 and authorized issuance of 110,000 shares of common stock pursuant to the terms of the subscription agreements. Proceeds of $55,000 were received in November 2013.

On July 11, 2014, the Company entered into a note conversion agreement with Rocky Road Capital, Inc. to convert $100,000 of the balance, which was due and in default as of December 31, 2011, to a former director and subsequently assigned to Rocky Road Capital, Inc., into 1,000,000 shares of Common Stock at $0.10 per share, as partial payment for $100,000, thereby reducing the balance owed to $691,212. The Company recognized a gain of $72,186 on extinguishment of the debt, as a result of this transaction.

On August 18, 2014, the Company entered into a note conversion agreement with Rocky Road Capital, Inc. to convert $50,000 of the note balance, which was due to a former director and subsequently assigned to Rocky Road Capital, Inc., into 500,000 shares of Common Stock at $0.10 per share, as partial payment for $50,000, thereby reducing the balance owed to $641,212. The Company recognized a gain of $36,903 on extinguishment of the debt, as a result of this transaction.

On September 17, 2014, the Company entered into a note conversion agreement with Rocky Road Capital, Inc. to convert $75,000 of the note balance, which was due to a former director and subsequently assigned to Rocky Road Capital, Inc., into 750,000 shares of Common Stock at $0.10 per share, as partial payment for $75,000, thereby reducing the balance owed to $566,212. The Company recognized a gain of $55,910 on extinguishment of the debt, as a result of this transaction.

In September 2013, the Company entered into subscription agreements with Cape Mackinnon, Inc. and EV Tech LLC in exchange for $80,000. The Company agreed to settle this sum, either with common stock at $0.50 per share by September 2014 or repay the sum of $80,000 plus interest at an annual rate of 8%. As of September 30, 2014 the Company had not issued common stock for this subscription and reclassified the full sum to current liabilities. The Company also has accrued interest of $6,609 as of September 30, 2014 related to this agreement.

Below is a summary of the Contingent Consideration Payable at September 30, 2014:

	(Unaudited) As of September 30, 2014			(Audited) As of December 31, 2013
Contingent Consideration Due	$	2,000,000		$	2,000,000
Less payments		(984,638	)		(984,638	)
Payment of exercise of warrants		(108,788	)		(108,788	)
Conversion of contingent consideration to common stock		(340,362	)		-
	$	566,212		$	906,574

The contingent consideration is pursuant to an Agreement between former director, Charles R. Cronin and the Company’s wholly owned subsidiary, Dynamic Energy Development Corporation, dated February 25, 2011 for the purchase of Transformation Consulting Inc. for a total purchase price of $2,000,000. Through December 31, 2012, net refunds, made to Mr. Cronin totaled $984,638, leaving an outstanding balance of $1,015,362 remaining. On September 30, 2013, Cronin entered into an Assignment and Assumption Agreement in which Habanero Properties (“Habanero”) became the holder of the note and subsequently assigned it Rocky Road Capital Inc.