NOTE 5. EQUITY |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stockholders' Equity Note [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stockholders' Equity Note Disclosure [Text Block] |
NOTE 5. EQUITY
Preferred Stock – 1,000,000 shares authorized, none issued or outstanding.
Common Stock – During the nine month period ending September 30, 2015, the Company sold 3,500,000 shares of common stock to private investors as part of two private placement offerings. A total of 2,200,000 shares were sold pursuant to a private offering which began on May 1, 2015, in connection with an exemption from registration provided by Regulation D of the Securities Act of 1933, as amended. We sold an aggregate of 22 units in the May 2015 offering, with each unit including 100,000 shares of common stock and warrants to purchase 100,000 shares of common stock at an exercise price of $0.12 per share at any time prior to August 5, 2018. The purchase price of the May 2015 units was $10,000 per unit. A total of 1,300,000 units were sold pursuant to a private offering which began on September 1, 2015, in connection with an exemption from registration provided by Regulation D of the Securities Act of 1933, as amended. We sold an aggregate of 13 units in the September 2015 offering as of September 30, 2015, with each unit including 100,000 shares of common stock and warrants to purchase 100,000 shares of common stock at an exercise price of $0.10 per share at any time prior to August 31, 2018. The purchase price of the September 2015 units was $6,000 per unit.
Stock based compensation of $33,778 shares was recorded related to shares issued to David N. Baker, former CEO and Director of the Company, during the three months ended March 31, 2015.
The Company received 400,000 shares from David N. Baker upon his resignation and cancelled the certificates with its transfer agent.
On May 12, 2015 Mr. Leo Womack, the Chairman of the Board, filed a Form 4 disclosing that an affiliated Family Trust had purchased 1,630,000 shares of common stock from Mr. David Baker in a private transaction at a cash price of $0.08 cents per share. Combined with prior ownership, Mr. Womack then controlled approximately 10% of the total outstanding common stock of the Company.
On May 1, 2015, the Company commenced a private offering of its securities under Regulation D to accredited investors. Each unit is comprised of 100,000 shares of common stock at a price of $0.10 cents per share and warrants to purchase an additional 100,000 shares of common stock at a price of $0.12 cents per share at any time prior to August 5, 2018. As of September 30, 2015 fourteen (14) units had been subscribed for and 1,400,000 shares of common stock had been purchased and eight (8) units were subscribed for and 600,000 shares were issued for conversion of debt. Subsequently, fifteen (15) more units have been sold and will be reflected in the 4Q of 2015. Mr. Leo Womack, Chairman of Rockdale Resources, purchased 300,000 units through the Leo B. Womack Family Trust. Mr. Lee Lytton, a Director of the Company, purchased 300,000 units, Mr. Joel Oppenheim, a Director, purchased 300,000 units through a related entity, and Jovian Petroleum Corporation, an entity beneficially owned by the Company’s Chief Executive Officer and President, Zel C. Khan, purchased 100,000 units. A total of $60,000 in advances from affiliates that was disclosed as a liability in the financial statements as of March 31, 2015 were converted to equity in this offering. The conversion resulted in a $69,107 loss.
On September 1, 2015, the Company commenced a private offering of its securities under Regulation D to accredited investors. Each unit is comprised of 100,000 shares of common stock at a price of $0.06 cents per share and one warrant to purchase an additional 100,000 shares of common stock at a price of $0.10 cents per share at any time prior to August 31, 2018. As of September 30, 2015 thirteen (13) units had been subscribed for and 1,300,000 shares of common stock had been purchased.
On September 23, 2015, the Board of Directors granted Leo B. Womack, the Chairman of the Board of Directors of the Company an option to purchase 1 million shares of the Company’s common stock at an exercise price of $0.06 per share, which vests on January 1, 2016, and is exercisable for 36 months thereafter. The Board also granted Lee Lytton and Joel Oppenheim, members of the Board of Directors each an option to purchase 500,000 shares of the Company’s common stock at an exercise price of $0.06 per share, which vest on January 1, 2016, and are exercisable for 36 months thereafter. The fair value of the options granted on September 23, 2015 is $129,126.
On September 23, 2015, Rockdale’s Board of Directors agreed to issue Mr. Zel C. Khan, the CEO and President of the Company, 1,000,000 shares of Rockdale’s restricted common stock with a fair value of $60,000, in consideration for entering into an employment agreement with the Company, and were issued subsequent to September 30, 2015.
On September 24, 2015, the Board of Directors of the Company approved the adoption of the 2015 Stock Incentive Plan (the “Plan”). The plan provides an opportunity, subject to approval of our Board of Directors of individual grants and awards, for any employee, officer, director or consultant of the Company. The maximum aggregate number of shares of common
stock that may be issued pursuant to awards under the Plan
is 4,000,000. The Company plans to seek stockholder ratification of the adoption of the Plan at the Company’s next annual meeting of stockholders.
Summary information regarding common stock warrants issued and outstanding as of September 30, 2015, is as follows:
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