NOTE 10 - 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 December 31, 2019 there were 135,685,981 outstanding shares of common stock and no outstanding shares of preferred stock. Common Shares Issued in 2018 In January--February 2018 we issued a total of 800,000 unregistered common shares valued at $134,000 to two consultants for investor relations and shareholder communications services. During January- March 2018 we issued a total of 2,012,957 unregistered common shares to three holders of Convertible Notes who converted their Notes to $130,433 of common stock, which conversion prices were based on specific provisions contained in their Convertible Notes. In March 2018 we granted 250,000 unvested shares of our common stock, valued at $50,000, to John Bode in consideration for his agreement to serve for a year as an independent director on our Board of Directors, of which 62,500 shares vest quarterly on May 31, 2018, August 31, 2018, November 30, 2018 and February 28, 2019 provided he continues to serve as a director. All these shares are now vested. In April 2018 we issued 660,000 unregistered common shares, valued at $92,844, to a holder of a Convertible Note who converted $47,248 of the Note into common stock with the conversion price based on specific provisions in the Note. During April-May 2018 we issued a total of 779,960 unregistered common shares valued at $109,770 to three consultants for investor relations and shareholder communications services. During April-June 2018 we issued a total of 3,861,843 unregistered common shares to three holders of Convertible Notes who converted their Notes to $256,086 of common stock, which conversion prices were based on specific provisions contained in these Notes. During June 2018, we issued 500,000 shares of restricted common stock, valued at $80,000 to our former Chief Technology Officer. During July-August, 2018, we issued 650,000 shares of restricted common stock valued at $102,500 to two consultants and a Noteholder for investor relations and shareholder communications services. During July-September 2018, we issued a total of 3,014,491 unregistered shares of our common stock valued at $209,388 for debt conversions from four noteholders, which conversion prices were based on specific provisions contained in their convertible Notes During September 2018, we issued 93,333 shares of unregistered common stock valued at $14,000 to an accredited investor for exercise of a warrant with a cashless exercise provision. During September 2018 we issued 200,000 shares of unregistered common stock valued at $31,800 to Volerro Corporation as bonus shares pursuant to terms of the 2017 acquisition agreement. In October 2018 we issued a total of 400,000 unregistered common shares valued at $62,000 to two consultants for investor relations and shareholder communications services. In October 2018 we issued 439,092 common shares to a noteholder to convert debt in the amount of $26,894 based on specific provisions contained in the note. In October 2018 we issued 141,231 common shares incident to exercise of a warrant held by a broker-dealer that raised funds for the Company in 2017 and 2018. From October-December 2018 and incident to our recent private placement offering of $2,000,000, we issued a total of 7,700,000 common shares to accredited private investors for proceeds of $1,400,000, which included purchased shares at $.20 per share and additional advisory shares based on 10% of the purchased shares. Stock Option Grants in 2018 In 2018 we granted a four-year stock option to our Chief Revenue Officer to purchase 500,000 common shares, vesting quarterly, at an exercise price of $.20 per share. In 2018 we also issued employee stock options for an aggregate purchase of 740,000 common shares, ratably vesting annually over their four-year terms, and with options for 650,000 shares exercisable at $.20 per share and options for 90,000 shares exercisable at $.25 per share. Warrant Grants in 2018 During the three-month period ended March 31, 2018, we granted warrants to purchase a total of 450,000 shares of our common stock, valued at $84,875 using Black-Scholes, as follows: (i) warrants for 100,000 shares granted to a Noteholder incident to the purchase of a $100,000 Convertible Note, fully vested, and exercisable at $.30 per share anytime during a five-year term; (ii) warrants for 150,000 shares granted to a Noteholder incident to purchase of a $150,000 Convertible Note, fully vested, and exercisable at $.01 per share anytime during a three-year term; and (iii) warrants for 200,000 shares granted incident to the purchase of $100,000 of convertible debt in our private placement, fully vested, and exercisable at $.01 per share anytime during a three-year term, and which included warrants for 100,000 shares issued to the Noteholders and warrants for 100,000 shares issued to the placement agent. During the three-month period ended June 30, 2018, we granted warrants to purchase a total of 686,000 shares of our common stock, valued at $82,407 using Black-Scholes, as follows: (i) warrants for 100,000 shares granted to a Noteholder incident to the purchase of a $75,000 Convertible Note, fully vested, and exercisable at $.135 per share anytime during a two-year term; (ii) warrants for 480,000 shares granted to a Noteholder incident to purchase of a $176,000 Convertible Note, fully vested, and exercisable at $.20 per share anytime during a three-year term; and (iii) warrants for 106,000 shares granted incident to the purchase of $53,000 of convertible debt in our private placement, fully vested, and exercisable at $.01 per share anytime during a three-year term, including warrants for 53,000 shares issued to the Noteholders and warrants for 53,000 shares issued to the placement agent During the three-month period ended September 30, 2018, we granted warrants to purchase a total of 540,000 shares of our common stock, valued at $33,656 using Black-Scholes , as follows: (i) warrants for 100,000 shares granted to two Noteholders incident to their purchase of $100,000 Convertible Notes, fully vested, and exercisable at $.01 per share anytime during a two-year term; (ii) warrants for 50,000 shares granted to two consultants, vesting ratably over a two-year term, and exercisable at $.25 per share anytime during their two-year term; and (iii) warrants for 390,000 shares granted to Noteholders incident to their purchase of $390,000 Convertible Notes, fully vested, and exercisable at $.01 per share anytime during a two-year term. During the three-month period ended December 31, 2018, related to our recent private placement, we granted three-year warrants to the private placement investors to purchase an aggregate of 10,000,000 shares of our common stock, exercisable at $.20 per share, adjusted to a discounted true-up price, with a floor of $0.10 per share, related to the trading price of our Common Stock during a 90-day period after effectiveness of a registration statement. Accounting Standards Codification (ASC) specifies prior to the Accounting Standards Update (ASU) 2017-11, it specifies the true-up price terms makes this warrant a derivative. However, post ASU 2017-11, this clause is scoped out of the analysis and is not a derivative. ASU 2017-11 is officially effective for calendar year end companies on 1/1/19, however issuers can early adopt. The Company has taken the position to early adopt, which would eliminate Section 7(b) from making these warrants a derivative. Shares Issued for Service in 2019 In February 2019 we issued 300,000 common shares valued at $26,730 for advisory services to be provided to us during February-April 2019. In February 2019 we also issued 62,500 common shares to our independent director, John Bode for his service as a director in the fourth quarter of his first year of service, and we also granted him $12,500 worth of our common stock vesting at the end of each quarter of his second year as a director, in consideration for his agreement to serve as a director for the year commencing March 1, 2019. In March 2019, we recognized an option and warrant expense of $148,199 for certain employee stock options previously granted to our employees. In April 2019 we entered into a one-year consulting contract in consideration for our payment to the consultant of $50,000 monthly, 30 million shares of our common stock, and a five-year warrant to acquire an additional 30 million shares for $.20 per share. See foregoing Note 9. In May 2019 we issued 245,098 restricted common shares valued at $12,500 to our independent director for three months service on our Board of Directors. In August 2019 we issued 490,196 restricted common shares valued at $12,500 to our independent director for three months service on our Board of Directors. In November 2019, we issued 781,250 restricted common shares valued at $12,500 to our independent director for three months service on our Board of Directors. Shares Issued for Cash in 2019 During January-March 2019 we received proceeds of $350,000 from certain accredited investors who made payments of their second tranche under our recent private placement, for which we issued to them a total of 1,750,000 purchased common shares and 175,000 advisory common shares, pursuant to the terms of a Securities Purchase Agreement as an Advisory Fee based on ten percent of the shares purchased in this private placement. Shares Issued for Conversion of Debt in 2019 During February-March 2019 we issued an aggregate of 8,622,087 common shares and two-year warrants to purchase an aggregate of 3,182,834 common shares (exercisable at $.20 per share and valued at $63,502 under Black-Scholes pricing) to noteholders who converted their outstanding notes in the amount of $742,391, with the conversion prices and warrant terms based on specific terms contained in the notes. In March 2019, we also issued three-year warrants to purchase an aggregate of 1,750,000 common shares exercisable at $.20 per share (with a Black-Scholes model value of $59,121 and recorded as a debt discount), in connection with a convertible debt offering of $350,000 to five accredited investors and bearing interest at 6% per annum during the five-year term of these notes, and also being convertible into our common stock at a conversion price equal to the lower of $.20 per share or the Volume Weighted Average Price (VWAP) of our common shares during the ten days prior to conversion. In April-May 2019, we issued an aggregate of 3,284,284 shares of our common stock to two noteholders who converted total outstanding Notes in the amount of $51,500, with the conversion price based on specific terms contained in the Notes. In addition, we issued an aggregate of 5,000,000 common shares valued at $222,000 for advisory services to be provided to us during one year advisory agreements. In June 2019, three noteholders converted $176,000 of outstanding Notes owed to them into an aggregate of 1,760,000 common shares, with the conversion prices based on specific terms contained in these Notes. In July 2019, we issued 100,000 restricted common shares valued at $3,900 to an individual accredited investor in consideration for making a loan to us in the amount of $75,000, having an interest rate of 6% per annum, and maturing on January 18, 2020. In August 2019 an accredited Noteholder converted $80,162 of outstanding Notes into an aggregate of 2,676,771 common shares, with the conversion price based on specific terms contained in the Notes; and in September 2019 another accredited Noteholder converted $19,000 of outstanding Notes into an aggregate of 2,533,333 common shares, with the conversion price based on specific terms contained in the Notes. In October 2019, two Noteholders who are accredited investors converted a total of $28,000 of outstanding Notes into an aggregate of 1,370,000 common shares, with the conversion prices based on specific terms in the Notes. In November 2019 an accredited Noteholder converted $60,869 of outstanding Notes into an aggregate of 4,753,476 common shares, with the conversion price based on specific terms in the Notes. In December 2019, accredited debt holders converted debt, whereby we issued 2,382,402 common shares for debt of $11,912, another 3,877,237 common shares for debt of $19,386, and an additional $40,000 notes into 3,067,915 common shares, with the conversion price based on specific terms of the Notes. |