Stockholders' Equity | NOTE 4 - STOCKHOLDERS’ EQUITY The Company is authorized to issue up to 5,000,000 shares of its $0.001 par value preferred stock and up to 195,000,000 shares of its $0.001 par value common stock. The shares of Series A Preferred Stock carry a voting weight equal to 10 shares of common stock per share of Series A Preferred Stock, are not redeemable, and cannot be converted into Common Shares unless it is approved by the Board of Directors and agreed upon by the Series A Preferred Shareholders. The shares of Series A Preferred stock have no dividend rights but have a liquidation preference for funds paid for the Series A Preferred Stock shares. From September 2017 to December 2017, the Company conducted a Private Offering with accredited investors to help fund the Company. The Company offered up to 3,750,000 Common Units at a price of $0.20 per Unit. Each Unit consists of one share of post reverse stock split common stock, one Class A warrant exercisable at $0.30 per share of post reverse stock split common stock, one Class B warrant exercisable at $0.40 per share of post reverse stock split common stock and one Class C warrant exercisable at $0.60 per share of post reverse stock split common stock. The Offering provided that Berkeley Clinic, L.C. (“Berkeley”) (holder of 75,000 shares of Common Stock and 125,000 shares of Series A Preferred Stock prior to Berkeley’s purchase of 2,000,000 shares of Series A Preferred Stock discussed in the fourth succeeding paragraph below) would maintain the same 63.6% voting control of the Company that it held prior to the Offering. The offering and sale of the Units in the Offering were exempt from registration under the Act by virtue of Section 4(2) of the Act, and Rule 506. From September 6, 2017 to December 12, 2017, we sold a total of 2,759,775 Common Units to 16 investors at a price of $0.20 per Unit for gross proceeds of $551,955. The Class A, Class B and Class C warrants all expire August 31, 2022, and all provide for the reduction of their exercise prices if we directly or indirectly sell or grant any right with respect to our common stock or common stock equivalents at an effective price lower than the current exercise price of any of the Class A warrants. Holders that exercise Class C warrants will receive Class D cashless warrants to receive additional shares of common stock at no cost in the event that the closing price of the common stock on the business day immediately prior to the date of exercise exceeds $0.40 per share. On November 29, 2017, Gary Rojewski, the former CEO of the Company from June 2, 2014 to December 27, 2017, purchased 2,000,000 shares of unregistered restricted common stock in exchange for $2,000 cash. Mr. Rojewski was entitled to purchase these shares based on past services rendered the Company. The Company recognized officers’ compensation expense in the amount of $398,000, which represents the excess of the $400,000 estimated fair value of the 2,000,000 shares of common stock (using the $0.20 per share price used in the Private Offering) over the $2,000 purchase price. On December 29, 2017, Berkeley Clinic, L.C. purchased 2,000,000 Shares of Series A Preferred Stock for $2,000, to maintain voting control of the Company, as was required pursuant to the Private Offering discussed in the fourth preceding paragraph above. |