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Note 1 - The Company and Basis of Presentation
12 Months Ended
Jun. 30, 2015
Notes  
Note 1 - The Company and Basis of Presentation

NOTE 1 — THE COMPANY AND BASIS OF PRESENTATION

 

Principles of Consolidation — The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America and include operations and balances of CryptoSign Inc. (formerly StrategaBiz Inc., Agricon Global Corporation, and BayHill Capital Corporation) and its wholly-owned subsidiaries Canola Properties Ghana Limited, (“CPGL”), and Agricon SH Ghana Limited (“ASHG”), both Ghanaian limited liability companies collectively “CryptoSign” or the “Company.” CPGL and ASHG were incorporated under the laws of Ghana on July 5, 2011 and November 7, 2012, respectively. Intercompany balances and transactions have been eliminated in consolidation. In December 2013, CPGL discontinued its agricultural activities and transferred its remaining assets to ASHG. On June 20, 2014, ASHG was sold. The operations of CPGL and ASHG are included in the consolidated statements of operations up to the date of discontinued activities and sale, respectively, and are classified as discontinued operations.

 

Nature of Operations — All of the Company’s business for the year ended June 30, 2014 was conducted through its two wholly-owned subsidiaries CPGL and ASHG. The Company’s business activities prior to June 20, 2014 were organizing the Company, locating appropriate land that might be leased or purchased for cultivating and harvesting agricultural products. The Company discontinued all business activities on June 20, 2014 and has been since that time a “shell corporation” under SEC regulations.

Change in Corporate Name and Equity Structure — Effective December 15, 2015, the Company filed an Amended and Restated Certificate of Incorporation (“Restated Certificate”) with the Delaware Secretary of State whereby the Company (a) changed its name to StrategaBiz, Inc. and (b) effected a reverse stock split to reduce the number of shares of outstanding common stock at a rate of 1 share for every 30 shares of common stock then outstanding (“Reverse Split”). The approval of the Restated Certificate to change the Company's name was approved by written consent of holders of a majority of the Company’s common stock. Each stockholder owning fewer than 30 shares of common stock immediately before the effective time of the Reverse Stock Split received from the Company $0.10 in cash, without interest, for each of such shares of common stock; and (b) each stockholder owning of record 30 or more shares of common stock immediately before the effective time of the Reverse Split held, after the Reverse Split, the number of shares of common stock equal to 1/30th of the number held prior to the Reverse Split. On November 25, 2014 the Company filed with the Securities and Exchange Commission, and the Company’s stockholders were furnished with a Definitive Information Statement filed on Schedule 14(c) to advise the stockholders of the corporate actions. The Company’s common stock began trading on January 15, 2015 on a post-split basis under the symbol “SGBZ.” All share and per-share amounts included in these consolidated financial statements have been restated to reflect the 1 for 30 reverse stock split.

 

Effective June 18, 2015, the Company changed its name to CryptoSign, Inc. by filing a Certificate of Amendment to the Amended and Restated Certificate of Incorporation with the Delaware Secretary of State. In connection with the name change, the Company changed its trading symbol to “CPSN.” The name and symbol change were done in anticipation of a merger with an operating company in the crypto currency industry.

 

Changes in Management and Directors — On October 22, 2014, the Company filed an Information Statement pursuant to Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 thereunder, with a proposed change in the majority of the board of directors and an addition to management. The proposed change included the resignation of Rene Mikkelsen, Alan Kronborg, Robert Bench, and Peter Opata as directors, the appointment of Brian Mertz and Ole Sigetty as directors and the appointment of Brian Mertz as Chief Executive Officer. These changes became effective on November 5, 2014.