Stockholders' Equity | NOTE 4 – STOCKHOLDERS’ EQUITY The Company has authorized 190,000,000 shares of Common Stock having a par value of $0.001. On February 4, 2019, the Company, by a vote of its majority shareholders, cancelled the authorization for the issuance of up to 10,000,000 shares of preferred stock. There were no shares of preferred stock issued or outstanding prior to this change. Restricted Stock Issuances During the year ended December 31, 2020, 1,383,946 shares of Restricted and Non-Trading Common Stock were issued to Directors and Officers of the Company. These shares have full voting rights but are restricted for sale or transfer. The CEO exercised options to purchase 156,250 shares at $0.16 per share for a total exercise price of $25,000 which reduced the accrued salary payable to the CEO by the same amount. The CEO was also issued 804,000 shares of Restricted and Non-Trading Common Stock for the stock portion of his annual salary. A Director was issued 90,000 shares of non-trading, restricted Common stock as an award for continuing to serve as a Director of the Company. The Corporate Controller was also issued 225,000 shares of non-trading, restricted Common stock for her annual stock bonus. The value of these shares was recorded as a component of compensation expense. On December 8, 2020 the Company’s Board of Directors signed a unanimous consent to convert Mr. Simpson’s accrued salary payable for the months of July and August amounting $10,000 to 108,696 non-trading, restricted shares in lieu of cash payments. This reduced the salary payable to the CEO by the same amount. Advisory Services On October 3, 2013, the Company entered into an agreement for strategic business advisory services, public relations services and investor relations services with Ian Thompson from Carricklee House, Strabane, Northern Ireland. In connection with this agreement, the Company issued 167,204 shares of restricted Common Stock and recorded consulting fees of $501,612 during 2013, which was the fair market value of the stock on the date of issue. The stock is vested; however, it is restricted from trading. Ian Thompson was also issued 200,000 shares of restricted Common Stock, which was to vest quarterly based upon the Company reaching certain market capitalization and revenue goals, in addition to providing the above services, with the last tranche vesting on June 30, 2014. Consulting fees amounting to $105,000 and $280,000 were recorded in 2014 and 2013, respectively, related to the 200,000 shares of Common Stock. Throughout the term of the agreement, the Company requested that Ian Thompson to render performance under the agreement and to provide evidence of same. Ian Thompson failed to perform in all material respects under the terms of the agreement and refused to provide evidence. On June 27, 2014, the Company terminated the agreement. Empire Stock Transfer, Inc, the Company’s transfer agent was directed to process cancellation requests regarding the certificates listed below. The Board of Directors approved the Company’s irrevocable agreement to indemnify the Transfer Agent for all loss, liability or expense in carrying out the authority and direction contained on the terms of the Unanimous Written Consent to terminate the Thompson Agreement. The Transfer Agent shall maintain the right to uphold the transfer in the event of forgery. Certificate No(s) Registered To No. of Shares CANCELLED No. of Shares 605 Ian Thompson 50,000 CANCELLED 50,000 606 Ian Thompson 50,000 CANCELLED 50,000 607 Ian Thompson 50,000 CANCELLED 50,000 608 Ian Thompson 50,000 CANCELLED 50,000 610 Ian Thompson 167,204 CANCELLED 167,204 Stock Purchased for Cancellation On January 23, 2020 the Company purchased 25,000 shares of its restricted common stock from one shareholder for cancellation. The Company paid $5,250 or $0.21 per share which was the average market price for its traded shares during the period. The shares were cancelled and are available for reissuance. On December 10, 2020 the Company purchased 100,000 shares of its restricted common stock from one shareholder for cancellation. The Company paid $9,800 or $0.098 per share which was the average market price for its traded shares during the period. The shares were cancelled and are available for reissuance. |