| Stockholders' Equity Note Disclosure [Text Block] | NOTE 4 – STOCKHOLDERS’ EQUITY
The Company has authorized 190,000,000 shares
of common stock (“Common Stock”) and 10,000,000 shares of preferred stock (“Preferred Stock”), each having
a par value of $0.001. In October 2015, the Company approved the 2015
Incentive Stock Plan (the “2015 Plan”), which provides the Company with the ability to issue stock options, stock awards
and/or restricted stock purchase offers for up to an aggregate of 1,500,000 shares of Common Stock. In March 2013, the Company approved the 2012
Long-Term Incentive Equity Plan (the “2012 Plan”), which provides the Company with the ability to issue stock options,
stock appreciation rights, restricted stock and/or stock based awards for up to an aggregate of 2,050,000 shares of Common Stock. Restricted Stock Compensation Pursuant to the Simpson Agreement and the
Amended Spinner Agreement, the Company issued 276,000 shares and 75,000 shares, respectively, to the CEO and COO for the stock
portion of their monthly compensation for the quarter ended March 31, 2018. These restricted shares have no voting rights, are
not eligible for dividends and are non-transferable unless the restrictions are lifted. The restriction shall be lifted only upon
the generation of $3,000,000 in revenue by the Company during a consecutive twelve month period. In connection with the issuance of restricted
Common Stock to certain of its directors, executive officers and employees, unvested restricted shares are subject to forfeiture.
With the exception of 1,726,485 shares issued to employees and directors and 582,626 shares issued to a former director, which
vest based upon achieving certain milestones, the Company records compensation expense over the vesting period based upon the fair
market value on the date of grant for each share, adjusted for forfeitures. The Company recorded $70,200 and $0 for restricted
stock based compensation costs for the three months ended March 31, 2018 and March 31, 2017, respectively. A summary of the restricted stock issuances
to directors, executive officers and employees is as follows:
Number of Shares
Weighted Average Grant Date Fair Value
Unvested share balance, January 1, 2016 4,210,306 $ 0.75
Granted — —
Vested (1,901,193 ) 1.33
Forfeited — —
Unvested share balance, December 31, 2016 2,309,113 $ 0.21
Granted 7,112,119 0.19
Vested (7,112,119 ) 0.19
Forfeited — —
Unvested share balance, March 31, 2018 2,309,113 $ 0.21 Stock Warrants In connection with two private placement offerings
in March 2014 (the “2014 Offerings”), investors received one purchase warrant at $0.91 per share for each share of
Common Stock purchased. The warrants issued to Wyatts Torch Equity Partners, LP (“Wyatts”) were incorrectly calculated.
On March 6, 2017, the Company issued warrants to purchase 915,447 shares of Common Stock at $0.91 per share to Wyatts to correct
for this error. There was no financial impact resulting from this warrant understatement other than an understatement of potentially
dilutive shares. In connection with the February 2016 Subscription,
warrants to purchase 482,143 shares of Common Stock were issued at a price of $0.70 per share and are exercisable for a period
of two years from the date of issuance. These warrants expired in February 2018. The following table summarizes warrant activity
during the period:
Outstanding at January 1, 2017 3,096,919
Issued in connection with the 2014 Offerings 915,447
Outstanding at December 31, 2017 4,012,366
Issued in connection with the 2016 Subscription – Expired in February 2018 (482,143 )
Outstanding at March 31, 2018 3,530,223
Exercisable at March 31, 2018 3,530,223 Advisory Services On October 3, 2013, the Company entered into
an agreement with Ian Thompson of Northern Ireland for strategic business advisory services, public relations services and investor
relations services with Ian Thompson. 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 scheduled to vest 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 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. The Company is taking all necessary steps for the cancellation of the 367,204 shares, due to lack of delivery
of consideration and material breach of the agreement Stock
Purchased for Cancellation During
the period January 1, 2018 to March 31, 2018, the Company purchased 34,253 shares of its restricted common stock from four
related parties. The Company paid $0.20 per share which was the market price for its traded shares during the period. |
