NOTE 10 - STOCKHOLDERS' EQUITY (DEFICIT) | 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, 2020 there were 381,923,708 outstanding shares of common stock and no outstanding shares of preferred stock., Common Shares Issued 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. 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 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 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 of $50,000 monthly, and issuance of 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 John Bode for three months service on our Board of Directors; in August 2019 we issued him 490,196 restricted common shares valued at $12,500 for three months director services; and in November 2019 we issued him 781,250 restricted common shares valued at $12,500 for three months director services. 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 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-September 2019, an accredited Noteholder converted $80,162 of outstanding Notes into an aggregate of 2,533,333 common shares, with the conversion price based on specific terms contained in the Notes; and another accredited Noteholder converted a $19,000 portion of an outstanding Note into 2,676,771 common shares. In October 2019, an accredited Noteholder converted $11,912 portion of an outstanding Note into 2,382,402 common shares; and 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-December 2019, an accredited Noteholder converted a $60,869 portion of an outstanding Note into 4,753,476 common shares, with the conversion price based on specific terms in the Note; accredited Noteholders converted $40,000 notes into 3,067,915 common shares, with the conversion prices based on specific terms of the Notes, and an accredited Noteholder converted $19,386 portion of an outstanding Note into 3,877,237 common shares. Warrants With Notes Common Shares Issued in 2020 Shares issued for services Pursuant to independent director agreements, in February 2020 we issued 2,083,333 restricted common shares valued at $12,500 to John Bode, an independent director, for three months service as a director, and in June 2020 we issued him 2,604,167 restricted common shares valued at $12,500 for three months service as a director. Shares were calculated based on the closing stock price for each quarterly period of service. In August-December 2020 we issued the following restricted common shares for services as a director pursuant to independent director agreements. Shares were calculated based on the closing stock price for each quarterly period of service. i) 675,676 shares valued at $12,500 to John Bode for three months services from June-August 2020, ii) 4,791,667 shares valued at $25,000 to Gregory Nagel for six months services from April-September 2020, iii) 1,420,455 shares valued at $12,500 to John Bode for three months services from September-November 2020, and iv) 399,361 shares valued at $12,500 to Gregory Nagel for three months services from October-December 2020. In May 2020, we issued 5,000,000 restricted common shares valued at $14,500 to two accredited investors for advisory services to the Company. The shares were valued based on the closing stock price on date of transaction. True-up and penalty shares issued In March 2020 we issued an aggregate of 9,625,000 restricted common shares to twelve accredited investors, which represented True-Up and Penalty shares owed to them pursuant to a 2018-2019 private placement of the Company in which they invested a total of $1,750,000. These shares were valued based on the closing stock price at the date of transactions, with $43,890 valued at $.0057 per share for 7,700,000 shares and $4,813 valued at $.0025 per share for 1,925,000 shares. Stock sold for cash In August 2020, incident to a private placement transaction, we received proceeds of $50,000 from an individual private accredited investor, for which we issued 5,000,000 restricted common shares along with a stock purchase warrant to purchase an additional 5,000,000 common shares exercisable at $.10 per share anytime during its two-year term. Shares issued for note conversions During 2020, Noteholders who are accredited investors converted outstanding Notes to restricted common stock as follows, with the conversion prices based on specific terms contained in the Notes: In January 2020, an accredited Noteholder converted a $37,000 portion of an outstanding Note into 4,933,333 shares and another $52,000 portion of an outstanding Note into 6,933,333 shares; and another Noteholder converted $33,452 of outstanding Notes into 4,401,591 shares. In February 2020, an accredited Noteholder converted a $9,617 portion of an outstanding Note into 2,676,771 shares; another Noteholder converted $16,855 portion of an outstanding Note into 6,985,851 shares. In March 2020, an accredited Noteholder converted a $42,500 portion of an outstanding Note into 6,062,863 shares; another accredited Noteholder converted a $23,000 portion of an outstanding Note into 6,965,743 shares; and a third Noteholder converted $5,048 of outstanding Notes into 4,589,091 shares. During January-March, 2020 the following debt conversions also took place: i) three Noteholders converted a total of $190,000 of outstanding Notes into an aggregate of 29,370,454 shares, which Note amounts were purchased by them in December 2019 from Capital Market Solutions LLC (CMS), an affiliate of the Company, in private transactions; ii) four Noteholders converted a total of $107,675.63 of outstanding Notes into an aggregate of 14,195,619 shares, which Notes were originally issued in February 2018. iii) three Noteholders converted a total of $129,000 of outstanding Notes into an aggregate of 14,929,577 shares, which Notes were originally issued in March 2019. In April 2020, Noteholders who are accredited investors converted outstanding Notes to restricted common stock as follows: i) A Noteholder converted a $9,500 portion of an outstanding Note into 3,653,846 shares; ii) A Noteholder converted $10,042 of outstanding Notes into an aggregate of 7,172,857 shares; iii) A Noteholder converted $10,000 of outstanding Notes into an aggregate of 2,702,702 shares, and this Noteholder purchased a portion of a June 2019 Note from Ignition Capital LLC in April 2020 in a private transaction; and iv) A Noteholder converted $20,000 of outstanding Notes into 7,692,307 shares, which represented a portion of an outstanding Note purchased by this Noteholder from affiliate CMS in December 2019 in a private transaction. In June 2020, a Noteholder converted a $21,000 portion of an outstanding Note into 5,000,000 shares; and another accredited Noteholder converted a $9,137 portion of an outstanding Note into 2,175,574 shares. In July 2020, seven Noteholders converted a total of $166,832 of outstanding Notes into an aggregate of 33,218,160 shares, which Note amounts were purchased by them in private transactions from Capital Market Solutions, LLC (“CMS”), the original holder of the Notes and an affiliate of the Company. In August 2020, two Noteholders converted a total of $94,856 of outstanding Notes into an aggregate of 17,225,263 shares. In December 2020, two Affiliate Noteholders converted a total of $750,000 of outstanding Notes into an aggregate of 15,000,000 common shares based on a conversion price of $.05 per share. Another non-affiliate Noteholder converted a total of $100,000 of an outstanding Note into 2,000,000 common shares based on a conversion price of $.05 per share. Also in December 2020, Greentree Financial Group converted $251,297 of an outstanding Note payable debt including interest and default fees into 16,753,133 common shares with the conversion price based on specific terms of the Note. |