Common Shares | 12 Months Ended |
Dec. 31, 2014 |
Stockholders' Equity Note [Abstract] | |
Common shares | 6. Common shares |
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Convertible preferred stock issued for merger |
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On July 22, 2014, the Company acquired all of the outstanding shares of Virtual Physician's Network through issuance of 10,000,000 shares of convertible preferred stock. Each share of convertible preferred stock is convertible into 20 shares of the Company’s common stock. Upon the occurrence of a mandatory conversion event, which occurs immediately following the business day on which the Corporation’s shareholders have approved an amendment to the Corporation’s Articles of Incorporation which provide for a sufficient number of authorized common stock which will permit the holders of the convertible preferred stock to convert such shares into the Company’s Common Stock, the outstanding shares of convertible preferred stock shall automatically be converted at a conversion rate of 20 shares of Common Stock for every 1 share of convertible preferred stock. As of December 31, 2014, these shares have not been issued due to administrative delay. They were valued at $1,600,000, which is 20 times of closing price of common stock price of $0.008 on the date of merger. As of December 31, 2014, these shares have not been issued due to administrative delay. The 10,000,000 shares of convertible preferred stocks were accrued in preferred stocks issuable with a fair value of $1,600,000. |
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Common stock issued for reverse merger |
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On December 11, 2012, the Company entered into a share exchange agreement (the “Agreement”) with DMH International Inc. (“DMHI”), a Nevada company. Under the terms of the Agreement, the Company issued 100% of the issued and outstanding common shares of Touch Medical Solutions, Inc. (“TMSI”) in exchange for 125,000,000 common shares, comprised of 100,000,000 common shares from the President and Director of DMHI and 25,000,000 newly issued common shares. In addition, the President and Director of DMHI returned and cancelled 100,000,000 common shares. The Agreement results in management and shareholders of TMSI to hold 78% of the issued and outstanding common shares of the Company, resulting in a reverse recapitalization transaction (See Note 1). Following the above events, there were 161,000,000 shares outstanding, including: |
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Shares | Held By: | | | |
125,000,000 | TMSI Shareholders | | | |
36,000,000 | Existing DMHI Shareholders | | | |
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Common stock issued in a private placement |
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During January, 2014, the Company issued 5,000,000 shares of the Company’s common stock to a subscriber at a price per share of $0.01 for total proceeds of $50,000. |
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During March, 2014, the Company granted 7,000,000 shares of the Company’s common stock to a subscriber at a price per share of $0.005 for total proceeds of $35,000. These shares were accrued in common stock issuable at March 31, 2014 as the shares were not issued until April 2014. |
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During April, 2014, the Company issued 7,000,000 shares of the Company’s common stock to a subscriber at a price per share of $0.005 for total proceeds of $35,000. |
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During May, 2013, the Company issued 31,500,000 shares of the Company’s common stock to a subscriber at a price per share of $0.01 for total proceeds of $315,000. |
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During November, 2013, the Company issued 8,000,000 shares of the Company’s common stock to three subscribers at a price per share of $0.005 for total proceeds of $40,000. |
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Common stock issued for services |
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During August, 2014, the Company issued a total of 5,000,000 shares of the Company’s restricted common stock to two consultants for consulting services rendered. The shares were valued at $0.007 per share, the closing price of the stock on the date of grant. The Company recorded an equity compensation charge of $35,000 during the year ended December 31, 2014. The fair value of common stock issued for services was fully expensed on the date of grant due to no clawback provision in the agreement. |
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During September, 2014, the Company issued 10,000,000 shares of the Company’s restricted common stock to a consultant for consulting services for a term of one year. The shares were valued at $0.006 per share, the closing price of the stock on the date of grant. The Company recorded an equity compensation charge of $60,000 during the year ended December 31, 2014. The fair value of common stock issued for services was fully expensed on the date of grant due to no clawback provision in the agreement. |
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During February, 2014, the Company issued 5,000,000 shares of the Company’s restricted common stock to a consultant for consulting services for a term of one year. The shares were valued at $0.02 per share, the closing price of the stock on the date of grant. The Company recorded an equity compensation charge of $100,000 during the year ended December 31, 2014. The fair value of common stock issued for services was fully expensed on the date of grant due to no clawback provision in the agreement. |
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During February, 2014, the Company issued 5,000,000 shares of the Company’s restricted common stock to a consultant for consulting services for a term of one year. The shares were valued at $0.015 per share, the closing price of the stock on the date of grant. The Company recorded an equity compensation charge of $75,000 during the year ended December 31, 2014. The fair value of common stock issued for services was fully expensed on the date of grant due to no clawback provision in the agreement. |
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During March, 2014, the Company granted a total of 5,000,000 shares of the Company’s restricted common stock to a consultant for consulting services for a term from six months. The 1,500,000 shares were issued, and the remaining 3,500,000 shares will be issued in connection with the agreement following the filing of a new S-8 Stock Plan. The 3,500,000 shares were accrued in common stocks issuable with a fair value of $35,000. The shares were valued at $0.01 per share, the closing price of the stock on the date of grant. The Company recorded an equity compensation charge of $50,000 during the year ended December 31, 2014. The fair value of common stock issued for services was fully expensed on the date of grant due to no clawback provision in the agreement. |
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During April, 2013, the Company issued 15,000,000 shares of the Company’s restricted common stock to a consultant for marketing services for nine months. The shares were valued at $0.0129 per share, the closing price of the stock on the date of grant. The Company recorded an equity compensation charge of $193,500 during the year ended December 31, 2013. The fair value of common stock issued for services was fully expensed on the date of grant due to no clawback provision in the agreement. |
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During April, 2013, the Company issued 5,000,000 shares of the Company’s restricted common stock to a consultant for investor relations services for a year. The shares were valued at $0.0129 per share, the closing price of the stock on the date of grant. The Company recorded an equity compensation charge of $64,500 during the year ended December 31, 2013. The fair value of common stock issued for services was fully expensed on the date of grant due to no clawback provision in the agreement. |
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During June, 2013, the Company issued 1,000,000 shares of the Company’s restricted common stock to a consultant for investor relations services for six months. The shares were valued at $0.0065 per share, the closing price of the stock on the date of grant. The Company recorded an equity compensation charge of $6,500 during the year ended December 31, 2013. The fair value of common stock issued for services was fully expensed on the date of grant due to no clawback provision in the agreement. |
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During July, 2013, the Company issued a total of 23,000,000 shares of the Company’s restricted common stock to four consultants for investor relations and consulting services for a term from six months to one year. The shares were valued at $0.0047 per share, the closing price of the stock on the date of grant. The Company recorded an equity compensation charge of $108,100 during the year ended December 31, 2013. The fair value of common stock issued for services was fully expensed on the date of grant due to no clawback provision in the agreement. |
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During October, 2013, the Company issued a total of 19,000,000 shares of the Company’s restricted common stock to officers and employees for services. The shares were valued at $0.0091 per share, the closing price of the stock on the date of grant. The Company recorded an equity compensation charge of $172,900 during the year ended December 31, 2013. The fair value of common stock issued for services was fully expensed on the date of grant due to no clawback provision in the agreement. |
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During October, 2013, the Company issued a total of 4,500,000 shares of the Company’s restricted common stock to six consultants for consulting services that have been rendered. The shares were valued at $0.0091 per share, the closing price of the stock on the date of grant. The Company recorded an equity compensation charge of $40,950 during the year ended December 31, 2013. The fair value of common stock issued for services was fully expensed on the date of grant due to no clawback provision in the agreement. |
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During November, 2013, the Company issued a total of 3,500,000 shares of the Company’s restricted common stock to six consultants for investor relations and consulting services for a term from six months to one year. The shares were valued in the range from $0.012 to $0.024 per share, the closing price of the stock on the date of grant. The Company recorded an equity compensation charge of $68,200 during the year ended December 31, 2013. The fair value of common stock issued for services was fully expensed on the date of grant due to no clawback provision in the agreement. |
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Common Stock Issued for Debt Conversions |
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During September through December, 2014, following the convertible note agreement in the amount of $40,000 on March 3, 2014, the debt holder made the following conversions of a total of 22,106,486 shares of the company’s restricted stock satisfying $40,000 of the note with a fair value of $89,441, included in the fair value of $89,441 was settlement of derivative liability of $49,441. The Company recorded a loss of $2,324 for additional shares issued during the conversion than what was called for in the original agreement (See Note 4). |
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Date | | Number of | | Fair Value of |
shares converted | Debt Converted |
9/15/14 | | 6,708,698 | $ | 30,634 |
9/22/14 | | 6,719,753 | $ | 29,523 |
10/7/14 | | 2,904,864 | $ | 15,155 |
12/4/14 | | 5,773,171 | $ | 14,129 |
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During October through December, 2014, following the convertible note agreement in the amount of $50,000 on March 31, 2014, the debt holder made the following conversions of a total of 19,893,000 shares of the company’s restricted stock satisfying $32,438 of the note with a fair value of $81,451, included in the fair value of $81,451 was settlement of derivative liability of $49,013. The Company recorded a gain of $12,550 for less shares issued during the conversion than what was called for in the original agreement (See Note 4). |
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Date | | Number of | | Fair Value of |
shares converted | Debt Converted |
10/20/14 | | 1,724,137 | $ | 13,334 |
10/30/14 | | 1,785,714 | $ | 13,596 |
11/10/14 | | 1,851,851 | $ | 12,573 |
12/15/14 | | 14,531,298 | $ | 41,948 |
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