NOTE 6 - STOCKHOLDERS' EQUITY | The Company is authorized to issue 500,000,000 shares of common stock and 20,000,000 shares of preferred stock, both having $.0001 par value per share. At September 30, 2017 there were 44,686,370 outstanding shares of common stock and no outstanding shares of preferred stock. Common Shares Issued In January 2017, the Company issued 142,857 unregistered common shares in a private placement to an accredited investor in consideration for $50,000 or $0.35 per share, which proceeds were used for working capital purposes. Also in January 2017, the Company issued 133,333 unregistered common shares to a Noteholder to satisfy and convert into equity $40,000 of a Note Payable. In February 2017, the Company issued a total of 650,000 unregistered common shares valued at $0.68 per share or $442,000 for consulting services, including 400,000 common shares for investment relations and financial communications services, and 250,000 common shares for technical and software advisory services. Also In February 2017, the Company sold and issued 300,000 unregistered shares for total consideration of $200 incident to a consulting contract to provide public relations services to the Company. In March 2017, the Company issued a total of 200,000 common shares for $100,000 ($.50 per share), which were sold to two investors in a public offering under its S-1 Registration Statement, which proceeds were used for working capital purposes. In April 2017, although effective March 31, 2017, the Company issued 1,100,562 unregistered common shares to convert debt owed to its two principal officers into equity incident to the transaction described in the following Note 8. In April-May 2017, the Company issued an additional 1,100,000 unregistered common shares as follows: i) 500,000 common shares in a private placement with an accredited investor for proceeds of $150,000 ($.30 per share), which proceeds were used for working capital purposes; ii) 200,000 common shares valued at $.30 per share to a financial advisor under a consulting agreement; and iii) 400,000 shares to Volerro Corporation valued at $168,000 upon closing our purchase of the assets of Volerro Corporation, a privately-held corporation based in Minnesapolis which developed and marketed content collaboration software services. In June 2017, the Company issued an additional 548,215 unregistered common shares as follows: i) 300,000 shares valued at $.25 per share to a financial adviser under a consulting agreement; ii) 96,999 shares valued at $29,100 to another financial adviser pursuant to an outstanding agreement; and iii) 151,216 shares issued to convert debt owed to a note holder based on a valuation of $.20 per share. In July 2017, the Company issued 200,000 unregistered common shares to a consultant incident to an outstanding consulting agreement, based on a valuation of $40,000. In September 2017, the Company issued common shares as follows: i) A debtholder who is an accredited investor converted $42,053 of notes payable into 336,425 unregistered common shares. ii) Another debtholder who is an accredited investor converted $28,033 of a note payable and related accrued interest into 560,660 unregistered common shares at a conversion rate set forth in the note based on the public trading price of the common stock of the Company. iii) Pursuant to an advisory agreement to provide marketing support related to obtaining new customers, the Company issued 96,999 unregistered common shares to a consultant valued at $13,580. iv) The Company issued a total of 1,667,600 common shares to employees as performance bonuses, including 850,000 unregistered common shares valued at $125,000 to its Chief Technology Officer whereby 250,000 of these shares to be vested over four years, 500,000 unregistered common shares valued at $70,000 to its Chief Revenue Officer whereby these shares to be vested over four years, 67,600 common shares valued at $10,140 to its Controller, and 250,000 common shares valued at $35,000 to its Chief Financial Officer, whereby these shares issued under the Companys 2016 Equity Incentive Plan. Stock Option and Warrant Grants In September 2017, the Company granted four-year stock options to purchase a total of 1,150,000 shares of common stock of the Company, of which (i) options for 1,000,000 shares were granted to the Chief Revenue Officer (CRO) of the Company with an exercise price of $.35 per share and having 375,000 shares vested immediately and the remainder of 625,000 shares vesting quarterly over the four-year term of the option, and (ii) options for 150,000 shares were granted to a newly hired software developer of the Company with an exercise price of $.20 per share and vesting quarterly over the four-year term of the option. During the nine months ended September 30, 2017, the Company granted warrants to purchase a total of 2,152,097 common shares of the Company as follows: (i) warrants for 41,667 shares granted for financial services, fully vested, and exercisable at $.30 per share anytime during a four-year term; (ii) cashless exercise warrants for 200,000 shares granted for investor relations services, exercisable when vested at $.40 per share anytime during a three-year term and vesting at 20,000 shares per month over a ten-month period, (iii) warrants for 250,000 shares granted to an accredited investor who purchased common shares in a private placement, which warrants are fully vested and exercisable at $.30 per share during a four-year term; (iv) warrants for 142,857 shares to an accredited investor purchasing a Convertible Note, which warrants are fully vested and exercisable any time at $.35 per share over a four-year term; (v) cashless exercise warrants for a total of 1,250,000 to two accredited investors purchasing Convertible Notes, which warrants are fully vested and exercisable any time at $.20 per share during a three-year term. (vi ) warrants for 167,573 shares granted to a secured creditor for a loan extension, fully vested, and exercisable at $.30 per share anytime during a three-year term. (vii) warrants for 100,000 shares granted to an attorney providing legal services to the Company, which warrants are fully vested and exercisable at $.25 per share, including a cashless exercise provision, over the four-year term of the warrants. Under our Black Scholes valuation model, options and warrants that vested during the nine months ended September 30, 2017 were valued at $206,360. |