Equity Transactions | 9 Months Ended |
Sep. 30, 2014 |
Equity [Abstract] | ' |
Equity Transactions | ' |
7. EQUITY TRANSACTIONS |
|
The Company is authorized to issue 1,500,000,000 shares of common stock with a par value of $0.001 per share. These shares have full voting rights. There were 846,423,906 shares issued and outstanding as of September 30, 2014. |
|
The Company is also authorized to issue 100,000,000 shares of common stock, Class A with a par value of $0.001 per share. These shares have 10 votes per share. There were 0 shares issued and outstanding as of September 30, 2014. |
|
The Company is also authorized to issue 1,000,000 shares of Series A preferred stock, with a par value of $0.001 per share. These shares have full voting rights of 1,000 votes per share. There were 1,000,000 shares issued and outstanding as of September 30, 2014. |
|
On February 9, 2012, the Company established a 2012 Equity Compensation Plan that authorizes the Company to issue up to 50,000,000 common shares to staff or consultants for services to or on behalf of the Company. The Company filed a Registration Statement Form S-8 with the U.S. Securities and Exchange Commission on February 14, 2012, file no. 333-179501, to register the shares covered under the plan. As of September 30, 2014, the Company has issued 48,250,000 common shares compensation under the plan. |
|
On April 28, 2014, the Company filed a Form S-8 (file no. 333-195510) registering 6,500,000 common shares under a 2014 Stock Compensation Plan. |
|
On September 22, 2014, the Company filed a Certificate of Amendment with the Nevada Secretary of State to increase its authorized from 951,000,000 to 1,601,000,000 shares. The number of authorized shares of common stock increased from 850,000,000 to 1,500,000,000. |
|
During the nine months ended September 30, 2014, the Company issued the following common stock: |
|
On January 3, 2014, the Company issued 10,000,000 common shares for settlement of $10,000 of stockholder debt, for a loss on settlement of $590,000, assigned from the stockholder notes payable originating on May 17, 2013. |
|
On January 6, 2014, the Company issued 10,000,000 common shares for settlement of $10,000 of stockholder debt, for a loss on settlement of $681,000, assigned from the stockholder notes payable originating on January 30, 2012. |
|
On January 7, 2014, the Company issued 9,500,000 common shares for settlement of $9,500 of stockholder debt, for a loss on settlement of $845,500, assigned from the stockholder notes payable originating on May 17, 2013. |
|
On January 15, 2014, the Company issued 2,000,000 S-8 registered free trading shares of common stock with a fair market value of $192,400 or $0.0962 per share to each of Dr. Dorothy Bray, CEO, Chad S. Johnson, COO and General Counsel, and Mario Lap, Director for bonuses under prior management agreements. |
|
On January 15, 2014, the Company issued 5,500,000 Rule 144 restricted shares of common stock with a fair market value of $529,100 or $0.0962 per share to each of Dr. Dorothy Bray, CEO, Chad S. Johnson, COO and General Counsel, and Mario Lap, Director for bonuses under prior management agreements. |
|
On January 15, 2014, the Company issued 2,500,000 Rule 144 restricted shares of common stock with a fair market value of $240,500 or $0.0962 per share to Robert Kane, CFO as a bonus under prior management agreement. |
|
On January 21, 2014, the Company issued 1,000,000 S-8 registered free-trading shares and 1,500,000 Rule 144 restricted shares of common stock to a consultant for services rendered under a January 21, 2014 management agreement. The fair market value of the shares was $0.1135 per share or $283,750. |
|
On January 24, 2014, the Company issued 5,000,000 S-8 registered free-trading shares of common stock to a marketing consultant for services rendered under a December 18, 2013 consulting agreement. The fair market value of the shares was $0.0312 per share or $156,000. |
|
On January 26, 2014, the Company issued 100,000 shares of common stock with a fair market value of $14,200 or $0.142 per share to Dr. Richard Ogden, CSO for services rendered for the month of January 2014 pursuant to his February 26, 2012 management agreement for services rendered. |
|
On February 13, 2014, the Company entered into a partnership agreement with Michigan Green Technologies, LLC. Under the agreement, the Company participates in 20% of all net profit of the operating entity. In addition, the Company is working with its partner to active lobbying for the legalization of hemp and cannabis in Michigan which will lead to additional business opportunities for the Company through its partnership. |
On February 26, 2014, the Company issued 100,000 shares of common stock with a fair market value of $17,700 or $0.177 per share to Dr. Richard Ogden, CSO for services rendered for the month of February 2014 pursuant to his February 26, 2012 management agreement for services rendered. |
|
On March 8, 2014, the Company issued a private placement offering for 4,000,000 units at $0.25 per unit. Each unit is comprised of one share of common stock and one non-transferable warrant with each one warrant to purchase one share of the Company’s common stock at an exercise price of $0.50. The warrants shall expire 2 years from the date of issuance of the warrant certificate (collectively “Offered Units”). Gross proceeds of $1,000,000 under the private placement offering were received by the Company. The weighted-average fair value of warrants and related warrant expense was estimated to be $97,894 for the nine months ended September 30, 2014 using the Black-Scholes option valuation model. |
|
On March 26, 2014, the Company issued 100,000 shares of common stock with a fair market value of $18,240 or $0.1824 per share to Dr. Richard Ogden, CSO for services rendered for the month of March 2014 pursuant to his February 26, 2012 management agreement for services rendered. |
|
On March 31, 2014, the Company entered into a Debt Extension Agreement with Intrinsic Venture Corp., to avoid default on approximately $1.8 million in promissory notes due, to extend due dates by 12 months on all promissory notes including those becoming due during fiscal 2014. The Company agreed to issue 5,000,000 rule 144 restricted shares of common stock with a fair market value of $0.1666 per share or $833,000 as consideration for the extensions on the aforementioned promissory notes. |
|
On April 26, 2014, the Company issued 100,000 shares of common stock with a fair market value of $10,200 or $0.102 per share to Dr. Richard Ogden, CSO for services rendered for the month of April 2014 pursuant to his February 26, 2012 management agreement for services rendered. |
|
On April 26, 2014, the Company issued 1,300,000 S-8 registered free-trading shares of common stock with a fair market value of $132,600 or $0.102 per share to a consultant for services rendered under a 6-month consulting agreement. |
|
On April 30, 2014, the Company issued 1,500,000 S-8 registered free-trading shares of common stock with a fair market value of $126,600 or $0.0844 per share to each of Dorothy Bray, Chad S. Johnson, Robert Kane, and Mario Lap directors and officers of the Company for bonuses under prior management agreements. |
|
On May 20, 2014, the Company entered into a one-year Scientific Advisor Consulting Agreement with Robert Melamede, Ph.D. Under the Agreement, Dr. Melamede will be compensated 250,000 Rule 144 restricted common shares with a fair market value of $17,500. In addition, he will be paid $25,000 owed for accrued management fees within 30 days and issued 6,967,085 Rule 144 restricted common shares for settlement of $387,696 in accrued management fees and $100,000 in bonuses. |
|
On May 20, 2014, Robert Melamede, Ph.D. resigned as Director, Chairman of the Board of Directors, President, and director and officer positions in the Company’s subsidiaries. Dr. Dorothy Bray assumed the role of interim President and was formally appointed as President and Chairperson of the Board of Directors on May 31, 2014. |
|
On May 20, 2014, Bogat Family Trust (Raymond Dabney, Trustee) (“Bogat”) and Robert Melamede, Ph.D. (Melamede) entered into a Stock Purchase Agreement whereby Bogat purchased 500,000 Series A preferred shares from Melamede for par value of $0.001 per share, or $500. Upon completion of the transaction, Bogat owned 1,000,000 shares of Series A preferred stock representing all of the issued and outstanding Series A preferred shares giving Bogat approximately 57% cumulative voting control of the Company and 67% cumulative voting control as of August 12, 2014 when the Company filed an Amended Certificate of Designation for Series A preferred stock. |
|
On May 26, 2014, the Company issued 100,000 shares of common stock with a fair market value of $8,090 or $0.0809 per share to Dr. Richard Ogden, CSO for services rendered for the month of May 2014 pursuant to his February 26, 2012 management agreement for services rendered. |
|
On June 1, 2014, the Company entered in to a Senior Advisor Agreement with Dr. Roscoe M. Moore Jr. The Company agreed to issue to the consultant the equivalent of $6,000 per month in Rule 144 restricted common stock that are to be issued each quarter. The Company agreed to issue 400,000 Rule 144 restricted shares of common stock within three months of signing the agreement. The Company issued the stock subsequent to the period ended September 30, 2014 (see Note 11-Subsequent Events). |
|
On June 25, 2014, the Company issued 1,500,000 shares of common stock with a fair market value of $150,000 or $0.10 per share to Dr. Richard Ogden, CSO for services rendered under a new two-year management agreement. The share issuance also satisfies prior consulting fees owing to Dr. Ogden totalling $14,000 under his prior management agreement. |
|
On June 26, 2014, the Company issued 100,000 shares of common stock with a fair market value of $9,990 or $0.0999 per share to Dr. Richard Ogden, CSO for services rendered for the month of June 2014 pursuant to his February 26, 2012 management agreement for services rendered. |
Stock Options: |
The following options were issued to Robert Kane, CFO and Director for services rendered under a September 16, 2011 agreement: |
| (i) | the option to purchase 100,000 common shares at ten cents ($0.10) per share; | | | | | | | | |
| (ii) | the option to purchase 100,000 common shares at ten cents ($0.20) per share; | | | | | | | | |
| (iii) | the option to purchase 500,000 common shares at ten cents ($0.35) per share; and | | | | | | | | |
| (iv) | the option to purchase 1,000,000 common shares at ten cents ($0.50) per share. | | | | | | | | |
A summary of the status of the Company’s option grants as of September 30, 2014 and the changes during the period then ended is presented below: |
| | | | |
| | Shares | | Weighted-Average |
Exercise Price |
| Outstanding December 31, 2013 | | | | 1,700,000 | | | $ | 0.41 | |
| Granted | | | | — | | | | — | |
| Exercised | | | | — | | | | — | |
| Expired | | | | — | | | | — | |
| | | | | | | | | | |
| Outstanding September 30, 2014 | | | | 1,700,000 | | | $ | 0.41 | |
| | | | | | | | | | |
| Options exercisable at September 30, 2014 | | | | 1,700,000 | | | $ | 0.41 | |
| | | | | | | | | | |
These options expire on the date of termination of the management agreement and services thereunder with Robert Kane. The weighted average fair value at date of grant for options during three months ended September 30, 2014 was estimated using the Black-Scholes option valuation model with the following: |
| | | | | | | | |
Average expected life in years | | | 2 | | | | | | | |
Average risk-free interest rate | | | 2 | % | | | | | | |
Average volatility | | | 75 | % | | | | | | |
Dividend yield | | | 0 | % | | | | | | |