STOCKHOLDERS' EQUITY (DEFICIT) | NOTE 13 – STOCKHOLDERS’ EQUITY (DEFICIT) Preferred Stock The Company is authorized to issue up to 5,000,000 shares of preferred stock, par value $0.001. The designations and attributes of the preferred stock are subject to the future determination by the Company's board of directors. The Company has not issued any preferred shares. Common Stock The Company is authorized to issue up to 1,000,000,000 shares of common stock, par value $0.001. Calendar Year 2016 On January 4, 2016, the Company issued 500,000 shares of common stock valued at $235,000 ($0.47 per share) in exchange for the extension of a November 6, 2015 business consulting and strategic planning agreement with Mayer and Associates. On June 10, 2016, the Company entered into a legal services consulting agreement, whereby consultant agrees to provide legal review of certain retail agreements for the Company on an “as needed” basis. The Company issued 100,000 shares of common stock valued at $50,000 ($0.50 per share) the fair market value on the date of issuance. The agreement was for a twelve-month term and included standard non-competition, non-solicitation and other covenants. On October 12, 2016 the Company issued 100,000 shares of common stock valued at $32,000 ($0.32 per share) the fair market value on the date of issuance to a consultant for services. The agreement was for a twelve-month term and included standard non-competition, non-solicitation and other covenants. As is relates to this agreement, as of September 30, 2017 and December 31, 2016, the Company had expensed $418,680 and $372,690 and has a prepaid expense of $1,490 and $47,480, respectively. Calendar Year 2017 On January 30, 2017, the Company granted 200,000 stock options with an exercise price of $.25 to a consultant. The options expire seven years from the date of issuance. On February 2, 2017, the Company sold a total of 349,800 shares to an accredited investor for proceeds of $34,980 ($0.10 per share). On February 2, 2017, the Company sold a total of 250,000 shares to an accredited investor for proceeds of $25,000 ($0.10 per share). On February 16, 2017, the Company sold a total of 200,000 shares to two accredited investors for proceeds of $25,000 ($0.125 per share). On February 19, 2017, the Company sold a total of 322,857 shares to an accredited investor for proceeds of $56,500 ($0.175 per share). On February 21, 2017, the Company entered into and completed a membership interest purchase agreement to acquire 100% of the membership interests of Basalt America. Basalt America was organized under the laws of the State of Florida in November 2016. Basalt America leverages its licensed intellectual property, technology and processes to produce Basalt Fiber Reinforced Polymer products that are used as replacements for steel products that reinforce concrete such as rebar. Former Chairman and CEO and current consultant, Edward A. Cespedes and our current CEO and director and largest individual shareholder, Vincent L. Celentano, are the Managing Members of Basalt America. In consideration of the acquisition of all of the issued and outstanding membership interests of Basalt America, the Company issued an aggregate of 95,500,000 restricted shares of its common stock to the members of Basalt America. For accounting purposes, the transaction is recorded at historical cost in accordance with ASU 805-50-25-2 as this is considered an acquisition of entities under common control as the board of directors of the Company and of Basalt America are the same and control the activities of the respective companies. As part of this agreement Basalt America entered into a letter agreement with Raw Materials Corp and RAW LLC. On March 7, 2017, the Company sold a total of 300,000 shares to an accredited investor for proceeds of $60,000 ($0.20 per share). On March 17, 2017, the Company sold a total of 39,920 shares to an accredited investor for proceeds of $9,980 ($0.25 per share). On March 17, 2017, the Company sold a total of 800,000 shares to an accredited investor for proceeds of $200,000 ($0.25 per share). On March 17, 2017, the Company sold a total of 60,000 shares to an accredited investor for proceeds of $15,000 ($0.25 per share). On March 17, 2017, the Company sold a total of 60,000 shares to an accredited investor for proceeds of $15,000 ($0.25 per share). On March 17, 2017, the Company sold a total of 60,000 shares to an accredited investor for proceeds of $15,000 ($0.25 per share). On March 19, 2017, the Company sold a total of 400,000 shares to an accredited investor for proceeds of $100,000 ($0.25 per share). On March 24, 2017, the Company sold a total of 40,000 shares to an accredited investor for proceeds of $10,000 ($0.25 per share). On March 29, 2017, the Company sold a total of 100,000 shares to an accredited investor for proceeds of $25,000 ($0.25 per share). On April 4, 2017, a consultant exercised previously issued stock options of 167,181 with an exercise price of $0.10 for $16,718. On April 5, 2017, the Company sold a total of 52,000 shares to an accredited investor for proceeds of $13,000 ($0.25 per share). On April 5, 2017, the Company issued 250,000 shares of common stock to a newly appointed Director. The Company valued the shares at $62,500, the value of the common stock on the date of the agreement. On April 5, 2017, the Company sold a total of 400,000 shares to an accredited investor for proceeds of $100,000 ($0.25 per share). On April 5, 2017, the Company sold a total of 400,000 shares to an accredited investor for proceeds of $100,000 ($0.25 per share). On May 4, 2017, the Company sold a total of 170,000 shares to a Related Party for proceeds $42,500 ($0.25 per share). On June 7, 2017, the Company entered into a consultant agreement with a consultant to provide services related to the concrete and rebar industries. Upon entering into the agreement, the Company issued the consultant 500,000 restricted common shares and agreed to issue additional 500,000 restricted common share increments quarterly on October 1, 2017, January 1, 2018, and April 1, 2018. The term of the agreement is for a period of three years. The Company may terminate the agreement after the end of any quarter with 30 days’ notice. The Company recorded an expense of $9,471 for the shares vested during the period. On June 7, 2017, the Company entered into a consultant agreement with a consultant to provide services related to the concrete and rebar industries. Upon entering into the agreement, the Company issued the consultant 250,000 restricted common shares and agreed to issue additional 250,000 restricted common share increments quarterly on October 1, 2017, January 1, 2018, and April 1, 2018. The term of the agreement is for a period of three years. The Company may terminate the agreement after the end of any quarter with 30 days’ notice. The Company recorded an expense of $4,735 for the shares vested during the period. On June 12, 2017, the Company sold a total of 15,000 shares to an accredited investor for proceeds of $3,750 ($0.25 per share). On June 12, 2017, the Company sold a total of 10,000 shares to an accredited investor for proceeds of $2,500 ($0.25 per share). On June 12, 2017, the Company sold a total of 10,000 shares to an accredited investor for proceeds of $2,500 ($0.25 per share). On June 20, 2017, the Company sold a total of 100,000 shares to an accredited investor for proceeds of $25,000 ($0.25 per share). In addition, the investor received five-year warrants to acquire 50,000 shares for a strike price of $0.40 and five-year warrants to acquire 50,000 shares for a strike price of $0.60 per share. On June 27, 2017, the Company sold a total of 60,000 shares to an accredited investor for proceeds of $15,000 ($0.25 per share). In addition, the investor received five-year warrants to acquire 30,000 shares for a strike price of $0.40 and five-year warrants to acquire 30,000 shares for a strike price of $0.60 per share On June 29, 2017, the Company sold a total of 100,000 shares to an accredited investor for proceeds of $25,000 ($0.25 per share). In addition, the investor received five-year warrants to acquire 50,000 shares for a strike price of $0.40 and five-year warrants to acquire 50,000 shares for a strike price of $0.60 per share. On June 29, 2017, a related party converted $368,366 of convertible notes issued from 2014 to 2016 to 2,248,620 restricted common shares. The dollar amount included $323,048 of principal and $45,318 of accrued interest. On June 30, 2017, the Company sold a total of 1,000,000 shares to an accredited investor for proceeds of $250,000 ($0.25 per share). In addition, the investor received five-year warrants to acquire 500,000 shares for a strike price of $0.40 and five-year warrants to acquire 50,000 shares for a strike price of $0.60 per share. On June 30, 2017, the Company sold a total of 215,000 shares to a Related Party for proceeds of $53,750 ($0.25 per share). On July 1, 2017, the Company entered into a consultant agreement with a consultant to provide services related to the concrete and rebar industries. Upon entering into the agreement, the Company issued the consultant 500,000 restricted common shares and agreed to issue additional 500,000 restricted common share increments quarterly on October 1, 2017, January 1, 2018, and April 1, 2018. The term of the agreement is for a period of three years. The Company may terminate the agreement after the end of any quarter with 30 days’ notice. On July 18, 2017, the Company sold a total of 75,000 shares to an accredited investor for proceeds of $18,750 ($0.25 per share). On July 24, 2017, the Company entered into a consultant agreement with a consultant to provide sales development services. Upon entering into the agreement, the Company issued the consultant 100,000 restricted common shares valued at $29,070 ($0.2907.per share). The term of the agreement is for a period of one-year. On August 11, 2017, the Company sold a total of 125,000 shares to an accredited investor for proceeds of $25,000 ($0.20 per share). On August 14, 2017, the Company sold a total of 100,000 shares to an accredited investor for proceeds of $25,000 ($0.25 per share). In addition, the investor received five-year warrants to acquire 100,000 shares for a strike price of $0.40. On August 18, 2017, the Company sold a total of 150,000 shares to an accredited investor for proceeds of $37,500 ($0.25 per share). On September 20, 2017, the Company sold a total of 100,000 shares to an accredited investor for proceeds of $25,000 ($0.25 per share). In addition, the investor received five-year warrants to acquire 50,000 shares for a strike price of $0.40 and five-year warrants to acquire 50,000 shares for a strike price of $0.60 per share. On September 22, 2017, the Company issued a total of 200,000 shares in conjunction with an extension of a $300,000 principal amount Convertible 7% per annum Note (“Note”) with an original maturity date of September 22, 2017. The maturity date was extended to April 22, 2018. The interest rate on the Note was increased to 10% per annum. The shares were valued at $72,000 ($0.38 per share) at time of issuance. In accordance with ASC 470-50 Debt Modifications and Extinguishments On September 27, 2017, the Company sold a total of 120,000 shares to accredited investors for proceeds of $30,000 ($0.25 per share). In addition, the investor received five-year warrants to acquire 60,000 shares for a strike price of $0.40 and five-year warrants to acquire 60,000 shares for a strike price of $0.60 per share. On October 17, 2017, the Company sold a total of 25,000 shares to an accredited investor for proceeds of $6,250 ($0.25 per share). On October 26, 2017, the Company sold a total of 400,000 shares to an accredited investor for proceeds of $100,000 ($0.25 per share). In addition, the investor received five-year warrants to acquire 400,000 shares for a strike price of $0.25 per share. On October 30, 2017, the Company sold a total of 10,000 shares to an accredited investor for proceeds of $2,500 ($0.25 per share). In addition, the investor received five-year warrants to acquire 5,000 shares for a strike price of $0.40 and five-year warrants to acquire 5,000 shares for a strike price of $0.60 per share. On November 1, 2017, the Company sold a total of 40,000 shares to an accredited investor for proceeds of $10,000 ($0.25 per share). In addition, the investor received five-year warrants to acquire 20,000 shares for a strike price of $0.40 and five-year warrants to acquire 20,000 shares for a strike price of $0.60 per share. On November 3, 2017, the Company sold a total of 400,000 shares to a related party for proceeds of $100,000 ($0.25 per share). In addition, the investor received five-year warrants to acquire 200,000 shares for a strike price of $0.40 and five-year warrants to acquire 200,000 shares for a strike price of $0.60 per share. On November 7, 2017, the Company entered into a consultant agreement with 5 consultants to provide sales development, marketing and engineering services. Upon entering into the agreement, the Company issued the consultants 380,000 restricted common shares valued at $121,600 ($0.32.per share). The term of the agreement is for a period of one-year. On November 14, 2017, the Company sold a total of 1,520,000 shares to a related party for proceeds of $380,000 ($0.25 per share). In addition, the investor received five-year warrants to acquire 760,000 shares for a strike price of $0.40 and five-year warrants to acquire 760,000 shares for a strike price of $0.60 per share. On November 16, 2017, the Company issued 1,250,000 shares in conjunction with three previously disclosed consulting agreements. On November 21, 2017, the Company sold a total of 120,000 shares to an accredited investor for proceeds of $30,000 ($0.25 per share). In addition, the investor received five-year warrants to acquire 60,000 shares for a strike price of $0.40 and five-year warrants to acquire 60,000 shares for a strike price of $0.60 per share. On November 28, 2017, the Company sold a total of 100,000 shares to an accredited investor for proceeds of $25,000 ($0.25 per share). In addition, the investor received five-year warrants to acquire 50,000 shares for a strike price of $0.40 and five-year warrants to acquire 50,000 shares for a strike price of $0.60 per share. On November 30, 2017, the Company sold a total of 40,000 shares to an accredited investor for proceeds of $10,000 ($0.25 per share). In addition, the investor received five-year warrants to acquire 20,000 shares for a strike price of $0.40 and five-year warrants to acquire 20,000 shares for a strike price of $0.60 per share. On December 4, 2017, the Company sold a total of 20,000 shares to an accredited investor for proceeds of $5,000 ($0.25 per share). In addition, the investor received five-year warrants to acquire 10,000 shares for a strike price of $0.40 and five-year warrants to acquire 10,000 shares for a strike price of $0.60 per share. On December 5, 2017, the Company sold a total of 100,000 shares to an accredited investor for proceeds of $25,000 ($0.25 per share). In addition, the investor received five-year warrants to acquire 50,000 shares for a strike price of $0.40 and five-year warrants to acquire 50,000 shares for a strike price of $0.60 per share. On December 16, 2017, the Company sold a total of 20,000 shares to an accredited investor for proceeds of $5,000 ($0.25 per share). In addition, the investor received five-year warrants to acquire 10,000 shares for a strike price of $0.40 and five-year warrants to acquire 10,000 shares for a strike price of $0.60 per share. On December 16, 2017, the Company sold a total of 80,000 shares to an accredited investor for proceeds of $20,000 ($0.25 per share). In addition, the investor received five-year warrants to acquire 40,000 shares for a strike price of $0.40 and five-year warrants to acquire 40,000 shares for a strike price of $0.60 per share. On December 16, 2017, the Company sold a total of 100,000 shares to an accredited investor for proceeds of $25,000 ($0.25 per share). In addition, the investor received five-year warrants to acquire 50,000 shares for a strike price of $0.40 and five-year warrants to acquire 50,000 shares for a strike price of $0.60 per share. On December 16, 2017, the Company sold a total of 100,000 shares to an accredited investor for proceeds of $25,000 ($0.25 per share). In addition, the investor received five-year warrants to acquire 50,000 shares for a strike price of $0.40 and five-year warrants to acquire 50,000 shares for a strike price of $0.60 per share. On December 21, 2017, the Company sold a total of 20,000 shares to an accredited investor for proceeds of $5,000 ($0.25 per share). In addition, the investor received five-year warrants to acquire 10,000 shares for a strike price of $0.40 and five-year warrants to acquire 10,000 shares for a strike price of $0.60 per share. On December 26, 2017, the Company issued 500,000 shares for consulting services valued at $125,000 (($0.25 per share). |