Shareholders' Equity | NOTE 7 – SHAREHOLDERS’ EQUITY Agreement with Chief Executive Officer On January 6, 2017, the company extended an offer to Dennis G. Forchic to become CEO. Mr. Forchic accepted the offer and contracts were executed on March 27, 2017. As part of the Employment Agreement, the Company issued a total of 5,411,765 shares valued at $2,760,000, the purchase of an additional 784,314 shares valued at $400,000 for a consideration of $100,000. The fair value of the shares on the date of grant over consideration received was $3,060,000, which was recorded as stock compensation expense. In addition Mr. Forchic was granted an option to purchase 3,000,000 shares at $0.60 per share, with 33.3% of these shares vesting on the one year anniversary of the date of grant and the remainder vesting in equal installments at the end of each month over the next two years. The options were valued at $835,767 using a Black Scholes options pricing model and will be amortized as an expense over the vesting period. The amount amortized as stock based compensation during the three months ended March 31, 2017 was $65,154. The fair value of the options of $835,767 was based on a probability effected Black-Scholes option pricing model with a stock price of $0.51, volatility of 198.3% and risk-free rates of 0.83% - 1.03%. As of March 31, 2017, there was $770,613 of unvested stock compensation that will amortized over the next two years. Other issuances In February 2017, the Company entered into a Consulting Agreement with a third party (“Consultant”) for providing numerous services including but not limited to business development, sales promotion, introduction to new business opportunities, strategic analysis, and, sales and marketing activities. As part of the Agreement, the Company issued 300,000 shares to the Consultant on February 1, 2017 valued at $255,000. In addition, the consultant is entitled to receive an additional 600,000 shares that vest over the next 150 days from the initial issuance. As of March 31, 2017, 200,000 of these shares with a fair value of $258,000 had been earned (and yet been issued). As such, the Company recorded the aggregate fair value of these shares of $513,000 as compensation expense at March 31, 2017. Shares issued for cash In March, 2017, the Board of Directors of the Company authorized a Private Placement Offering per Reg. D of up to $1,650,000 in shares of common stock to accredited investors providing for stock to be issued at $.80 per share. For the three months ended march 31, 2017, the Company issued 375,000 shares for a total of $300,000. Technology License Agreement The Company entered into a Technology License Agreement with a third party vendor for consulting services. Under the agreement, the Company will pay the vendor a minimum consulting amount of $100,000 per year, plus a royalty of 7% of all net sales of the vendor’s products above $1,428,571 per calendar year. For each of the three months ended March 31, 2017 and 2016, $25,000 was recorded as research and development expense under the agreement on the consolidated Statements of Operations related to the minimum annual fee. .A total of $14,685 of royalty fees were owed under the amended agreement for the three months ended March 31, 2017 and were recorded in cost of goods sold on the consolidated Statements of Operations. No royalty fees were owed under the agreement for the three months ended March 31, 2016. A total of $180,238 and $165,553 was owed under the amended agreement at March 31, 2017 and December 31, 2016, respectively. |