Note 10 - Stockholders' Equity | Note 10 Stockholders' equity The Company was originally authorized to issue 100,000,000 shares of common stock and 100,000,000 shares of preferred stock. On May 6, 2014, the Company effected a forward stock split and a pro-rata increase in its authorized common stock on a basis of 14-to-1, whereby each shareholder received 14 newly issued shares of common stock for each 1 share held. Additionally, the number of authorized shares increased to 1,400,000,000 shares of common stock. All references to share and per share amounts in the consolidated financial statements and these notes thereto have been retroactively restated to reflect the forward stock split. Common stock During the year ended December 31, 2015 the Company sold a total of 400,000 shares of common stock for cash in the amount of $50,000 ($.125 per share). During the year ended December 31, 2015 the Company issued a total of 3,226,667 shares of common stock to various employees and consultant valued at $526,167 as compensation ($.161 per share) During the year ended December 31, 2015 the Company issued a total of 100,000 shares of common stock as additional consideration on a note payable valued at $14,386 ($.144 per share). The $14,386 was recognized as a discount to the note which was fully amortized to interest expense during 2015. During the year ended December 31, 2015 the Company exchanged 2, 000,000 shares of common stock for stock options. During the year ended December 31, 2015, the Company issued 736,077 shares of our common stock for shares committed to be issued during 2014. This amount had previously been recorded as a common stock payable. During the year ended December 31, 2016, the Company entered two consulting agreements for business advisory services. During the year ended December 31, 2016 the Company issued a total of 2,000,000 shares of common stock to the consultant for business advisory services valued at $88,000. The certificate for these shares was issued subsequent to December 31, 2016. Preferred stock On May 3, 2016, the Company entered into, an agreement with Hypur Ventures, L.P., a Delaware limited partnership (the "Hypur Ventures") which is a related party pursuant to which the Company sold to Hypur Ventures, in a private placement, 10,000,000 shares of the Company's preferred stock and 5,000,000 common stock warrants with a five year term and an exercise price of $0.10, at a purchase price of $0.05 per share for gross proceeds of $500,000. The shares of preferred stock are convertible into shares of the Company's common stock. The preferred stock shall have such other rights, preferences and privileges to be set forth in a certificate of designation to be filed with the Secretary of State. The Company evaluated the convertible preferred stock under FASB ASC 470-20-30 and determined it contained a beneficial conversion feature. The intrinsic value of the beneficial conversion feature was determined to be $114,229. The beneficial conversion feature was fully amortized and recorded as a deemed dividend. Between July and August of 2016 Hypur Ventures purchased an additional 10,000,000 shares of the Company's preferred stock and 5,000,000 common stock warrants with a five year term and an exercise price of $0.10, at a purchase price of $0.05 per share for net proceeds of $445,000, net of legal fees of $55,000. The shares of preferred stock are convertible into shares of the Company's common stock. The preferred stock shall have such other rights, preferences and privileges to be set forth in a certificate of designation to be filed with the Secretary of State. The Company evaluated the convertible preferred stock under FASB ASC 470-20-30 and determined it does not contain a beneficial conversion feature. The intrinsic value of the beneficial conversion feature was determined to be $0.The preferred stock is convertible at any time at the election of Hypur Ventures. The preferred stock shall automatically convert to common stock if the closing price of the Company's common stock equals or exceeds $.50 per share over any consecutive twenty day trading period. The preferred stock terms include a one-time purchase price preference. No preferential dividends apply to the preferred stock. The preferred stock attributes include weighted average anti-dilution protection, rights to appoint one director, pre-emptive rights to purchase future offerings of securities by the Company, demand and piggy-back registration rights. The preferred stock is convertible at any time at the election of Hypur Ventures. The preferred stock shall automatically convert to common stock if the closing price of the Company's common stock equals or exceeds $.50 per share over any consecutive twenty day trading period. The preferred stock terms include a one-time purchase price preference. No preferential dividends apply to the preferred stock. The preferred stock attributes include weighted average anti-dilution protection, rights to appoint one director, pre-emptive rights to purchase future offerings of securities by the Company, demand and piggy-back registration rights. The Company has reserved thirty million shares of common stock that may be issued upon the conversion and/or exercise of the preferred stock and the warrants. The preferred stock sold to Hypur Ventures will be subject to the terms and conditions of the Certificate of Designation, as well as further documentation to be drafted in accordance with the terms and conditions agreed upon between the Company and Hypur Ventures. Restricted Stock Units The Company measures all employee share-based payment awards using a fair-value method. The Company has a policy of issuing new shares to satisfy stock option exercises and issuance of stock awards. A summary of the Company's Restricted Stock Unit (RSU) activity and related information for 2015 is as follow: NumberOf SUs Weighted-Average Grant Date Fair Value Per Share Balance at December 31, 2014 0 $ 0.00 Granted 9,050,000 $ 0.16 Vested 3,266,667 $ 0.16 Cancelled (5,783,333 ) $ 0.16 Balance at December 31, 2015 -- $ 0.16 On April 24, 2015, the Company issued 1,000,000 shares of its common stock as Restricted Stock Units to a director of a subsidiary company as compensation. During 2015, the Company entered into a Settlement Agreement with this subsidiary director, whereby, subject to the terms and conditions of the settlement, the parties mutually rescinded all prior existing agreements between them, as well as all compensatory arrangements set forth therein and the director returned 750,000 shares to the Company for cancellation. During the year ended December 31, 2015, the Company recorded $42,500of share-based compensation expense related to the shares vested under the original director agreement. On May 1, 2015, the Company issued an aggregate of 2,050,000 shares of its common stock as Restricted Stock Units to employees as incentive compensation. During 2015, the Company entered into Settlement Agreements with certain of these employees, whereby, subject to the terms and conditions of the settlements, the parties mutually rescinded all prior existing agreements between them, as well as all compensatory arrangements set forth therein and returned 1,033,333 shares to the Company for cancellation. During the year ended December 31, 2015, the Company recorded $162.667 of share-based compensation expense related to the shares vested under the original employment agreements. On May 1, 2015, the Company issued Restricted Stock Units to an employee pursuant to the satisfaction of performance conditions of his employment agreement. The employee is eligible to earn up to an aggregate of 6,000,000 restricted stock units in accordance with the following schedule: (a) 2,000,000 shares upon the Company realizing consolidated revenue of $1,000,000 and (b) an additional 2,000,000 shares for each additional $1,000,000 of consolidated revenue up to a maximum of an additional 4,000,000 shares. As of May 1, 2015, the Company issued 2,000,000 shares of its common stock to this employee. The fair market value of the common stock on the date of issuance was $0.16 per share. The Company recognized compensation expense in the amount of $320,000 during the year ended December 31, 2015. This award was modified during November 2015 and the 2,000,000 previously issued common shares were exchanged for 4,500,000 common stock options. Total stock-based compensation expense in connection with restricted stock units granted to employees recognized in the consolidated statement of operations for year ended December 31, 2016 and 2015 was $0 and $525,167, respectively. |