Stockholders' Equity | NOTE 8 - STOCKHOLDERS’ EQUITY A. Common Stock Holders of shares of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. The holders of common stock do not have cumulative voting rights in the election of directors. Holders of shares of our common stock are entitled to receive dividends when and if declared by our Board out of funds legally available therefor, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock. Upon our dissolution or liquidation or the sale of all or substantially all of our assets, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of our common stock will be entitled to receive pro rata our remaining assets available for distribution. Holders of shares of our common stock do not have preemptive, subscription, redemption or conversion rights and there are no redemption or sinking fund provisions applicable to tour common stock. B. Stock and Warrants Issued for Cash 1. On August 31, 2015 and September 30, 2015 (“dates of issuance”), the Company received $34,000 through a placement of 283,334 shares of common stock. The shares were sold in units at $0.24 per unit ($0.12 per share). Each unit consisted of two shares of common stock and two warrants to purchase common stock. 141,667 warrants were exercisable at $0.12 and expired 12 months from the dates of issuance. The other 141,667 warrants are exercisable at $0.25 and expire 24 months from the dates of issuance. The relative fair value of the attached to the common stock component is $18,672 and the relative fair value of the warrants is $15,328 as of the grant date. Such warrants were classified within stockholders’ equity. For purposes of discussions that follow, the term “restricted shares of common stock” means that the shares of common stock were not issued under an effective registration statement that has been filed with the Securities and Exchange Commission. 2. In February of 2015 the Company sold 800,000 common shares to one investor for the offering price of $0.05 per share that resulted in total proceeds of $40,000. 3. During 2015, the Company also received $50,000 through a placement of 333,333 common stock units. Those units were sold at $0.15 per unit. Each unit consisted of one share of common stock and one warrant to purchase common stock. The related warrants were exercisable at $0.25 and expired on December 31, 2016. The relative fair value attached to the common stock component is $26,416 and the relative fair value of the warrants is $23,584 as of the grant date. Such warrants were classified within stockholders’ equity. 4. In December 2016, the Company received $325,000 through a placement of 2,500,000 common stock units. Those units were sold at $0.13 per unit. Each unit consisted of two shares of common stock and warrants to purchase common stock. 953,846 class “G” warrants exercisable at $0.25 expire on December 2, 2018 and 953,846 class “H” warrants exercisable at $0.40 expire on December 2, 2019. Such warrants were classified within stockholders’ equity. The fair value of the warrants and options was estimated at the date of grant using the Black-Sholes-Merton pricing model. The Black-Sholes-Merton pricing model assumptions used are as follows: expected dividend yield of 0%; risk-free interest rate of 0.11%; expected volatility of 278%, and option term of 5.0 years. C. Stock Based Compensation 1. Grants to non-employees A. During the year ended December 31, 2015 the Company issued 2,114,935 shares of our common stock to unrelated parties as payment for services. During 2015, the Company cancelled 500,000 shares of common stock previously issued for services. The remaining issued shares (1,614,935) were valued at the closing prices as of the dates of the agreements (ranging from $0.19 to $0.25) and resulted in full recognition of $360,370 in consulting services expense during fiscal year 2015. B. In February, 2015 the Company issued 64,935 warrants for services. The warrants were exercisable at $0.25 and expired February 23, 2016. The Company used the Black-Scholes-Merton pricing model to estimate the fair value of $10,839. Such amount was charged to expenses in 2015. The Black-Sholes-Merton pricing model assumptions used are as follows: expected dividend yield of 0%; risk-free interest rate of 0.10%-.0.11%; expected volatility of 242%, and warrant exercise period based upon the stated terms. C. On November 22, 2016, the Company entered into a Corporate Management Services Agreement with Sorelenco Limited. In consideration for services, the Company agreed to issue to Sorelenco: (i) 1,442,308 restricted shares of the common stock, par value $0.0001 (the “Shares”); (ii) Class M Warrants exercisable for a period of twelve (12) months to purchase 1,250,000 Shares at an exercise price $0.08; (iii) Class G Warrants exercisable for a period of twenty-four (24) months to purchase 448,462 Shares at an exercise price $0.25; and (iv) Class H Warrants exercisable for a period of thirty-six (36) months to purchase 448,462 Shares at an exercise price $0.40. The aggregate fair value of the restricted shares and warrants was $432,200. This transaction represents an initiation of business relations between the parties. As the equity instruments issued are fully vested and nonforfeitable, the fair value of the grant was recognized as an increase to stockholders’ equity at the measurement date with an offsetting amount as a deduction from stockholders’ equity within the caption “Services receivable” (See Note 2I above). Such amount will be recognized as consulting expense over the term of the agreement. In 2016 the Company recognized $22,893 in expense and $409,307 as services receivable as of December 31, 2016. D. On November 28, 2016, the Company entered into a Consulting Agreement with Bear Creek Capital. In consideration for the services, the Company issued to Bear Creek 100,000 restricted shares of Common Stock. The aggregate fair value of the restricted shares was $10,000. This transaction represents initiation of business relations between the parties. As the equity instruments issued are fully vested and nonforfeitable, the fair value of the grant was recognized as an increase to stockholders’ equity at the measurement date with an offsetting amount as a deduction from stockholders’ equity within the caption “Services receivable” (See Note 2I above). Such amount, will be recognized as consulting expense over the term of the agreement. In 2016 the Company recognized $3,587 in expense and $6,413 as services receivable as of December 31, 2016. A. On December 16, 2016, the Company entered into a Consulting Agreement with Jeff Smurlick, pursuant to which the Consultant shall provide the Company with services in the areas of investor relations and business development. In consideration for the services, the Company issued to the Consultant 200,000 Class G Warrants and 200,000 Class H Warrants identical to the Class G and Class H Warrants described above. The aggregate fair value of the warrants was $41,259. This transaction represents initiation of business relations between the parties. As the equity instruments issued are fully vested and nonforfeitable, the fair value of the grant was recognized as an increase to stockholders’ equity at the measurement date with an offsetting amount as a deduction from stockholders’ equity within the caption “Services receivable” (See Note 2I above). Such amount will be recognized as consulting expense over the term of the agreement. In 2016 the Company recognized $1,696 in expense and $39,563 as services receivable as of December 31, 2016. On December 14, 2016, the Company issued 50,000 restricted shares of Common Stock to Securities Compliance Services for securities compliance services. The aggregate fair value of the restricted shares was $19,000. The entire fair value was recognized as consulting expense in 2016. 2. Grants to employees A. In January 2016 the Company granted 200,000 options exercisable into 200,000 shares of common stock at $0.05 per share valued at $6,342. The options were granted for employees. See B below. B. In December 2016 the Company approved the 2016 Employee Incentive Plan. The 2016 Plan provides for the issuance of common stock, stock options and other stock-based awards to employees, officers, directors, consultants, and advisors. The number of shares reserved for issuance under the 2016 Plan is 36,000,000 shares of common stock. In 2016 the Company granted options exercisable into 34,850,000 shares under the plan at the exercise price of $0.05 per share. The granted options become vested over a two (2) year period from its date of grant. The options shall vest 1/3 on grant date and remaining 2/3 on a quarterly basis (8.33% per quarter) The Company estimates that the expected life of the options granted using the simplified method allowable under Staff Accounting Bulletin No. 107, Share Based Payments. The interest rate is based on the U.S. Treasury bill rates for U.S. treasury bills with terms commensurate with the expected term of the option grants on the grant date of the option. The following table summarizes the assumptions used in computing fair value: 2016 Risk-free interest rate 1.10 % Dividend yield 0.00 % Expected volatility 269 % Expected term (in years) 5.0 Weighted average grant date fair value of options granted during the period $ 0.11 C. The following tables present a summary of the status of the grants to employees, officers and directors as of December 31, 2016. Number Weighted average exercise price Balance outstanding at December 31, 2015 - - Granted 35,050,000 $ 0.051 Balance outstanding at December 31, 2016 35,050,000 $ 0.051 Balance exercisable at December 31, 2016 11,716,665 $ 0.051 As of December 31, 2016, all options granted are expected to vest and the weighted-average remaining contractual life of all options is 4.9 years. The weighted-average fair value of all stock options granted for the year ended December 31, 2016 was $0.11. The following tables summarize information about options outstanding at December 31, 2016: Exercise price (US$) Outstanding at December 31, 2016 Weighted average remaining contractual life (months) Exercise price (US$) Exercisable at December 31, 2016 Weighted average remaining contractual life (months) 0.05 34,850,000 59.5 $ 0.05 11,616,665 59.5 $0.10-$0.30 200,000 31.9 $0.10-$0.30 100,000 25.0 35,050,000 11,716,665 D. Unsecured Notes Payable with Conversion Rights A convertible loan for $78,500 issued on February 2, 2016, bears interest at 8.0% per annum until paid or converted and had an original maturity date of November 2, 2016. Any or all of the outstanding balance of the note may be converted at the option of the holder at any time into common stock of the Company at a variable conversion price of 65% of market price. Upon the issuance of the convertible note, the Company bifurcated the embedded conversion feature and recorded an initial derivative liability of $41,974 (the estimated fair value at the date of grant based on the Binomial option pricing model) all of which was allocated as debt discount. During 2015 the Company agreed to provide unsecured promissory notes with an unrelated party for $37,500. The note was non-interest bearing and was due on September 16, 2016. The note had not been paid and was in default at September 30, 2016. The note had a future conversion right that allowed the holder to convert the principal balance into the Company’s common stock at the lender’s sole discretion at 50% of the then market price (as defined) per share. In accordance with ASC 470, the Company has analyzed the beneficial nature of the conversion terms and determined that a beneficial conversion feature (BCF) existed because the effective conversion price was less than the quoted market price at the time of the issuance. The Company calculated the value of the BCF using the intrinsic method as stipulated in ASC 470. The BCF of $37,500 had been recorded as a discount to the notes payable and to Additional Paid-in Capital in fiscal 2015 upon initial recognition of such note. For year ended December 31, 2016 the Company has amortized $83,650 ($3,074 in 2015) of the discount arising from the embedded derivative and beneficial conversion feature of the above described notes. As a result of the conversion described below, the accounting for the above described notes is complete as of December 31, 2016. During August and September 2016, in accordance with the original terms of the notes, at the option of the note holders, the entire combined principal balance of $116,000 and interest of $3,140 was converted into 53,844,599 shares of common stock. At the date of conversions, the entire derivative liability associated with the bifurcated conversion feature was marked-to-market, resulting in an increase to the total derivative liability of $55,998 which was reclassified to additional paid-in capital on the date of conversion. The change in derivative fair value was recorded as a derivative valuation charge (within financing expenses) in the Consolidated Statement of Operations. (See E below). However, as the $37,500 note was in default, the Company was required to amend the conversion price to 25% of the market price (as defined) , in accordance with the original terms of such note. E. Embedded Conversion Feature To properly account for the $78,500 convertible note issued during February 2016 discussed in Note 8D above, the Company performed a detailed analysis to obtain a thorough understanding of the transaction. The Company reviewed FASB ASC 815, to identify whether any equity-linked features in the notes are freestanding or embedded. The notes were then analyzed in accordance with FASB ASC 815 to determine if the anti-dilution feature should be bifurcated and accounted for at fair value and remeasured at fair value in income. The Company determined that the anti-dilution feature met the requirements for bifurcation pursuant to FASB ASC 815 due to the variable conversion price and therefore accounted for the anti-dilution features of the notes as a derivative liability. Changes in fair value of the derivative financial instruments were recognized in the Company’s statement of operations as a derivative valuation gain or loss. The adjustment to market of $55,998 resulted in a charge of $14,024 for the year ended December 31, 2016. The Company measured the conversion option derivatives using the lattice model. Assumptions used include: ● life through the note maturity date ● expected volatility-152%, ● expected dividends-none ● exercise prices as set forth in the agreements, ● common stock price of the underlying share on the valuation date, and ● number of shares to be issued if the instrument is converted |