| Common shares | 6. Common shares Common stock issued in a private placement During January, 2014, the Company issued 5,000,000 shares of
the Companys common stock to a subscriber at a price per share of $0.01 for total proceeds of $50,000. During March, 2014, the Company granted 7,000,000 shares of
the Companys 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 as the shares were not issued as of September 30, 2015. During April, 2014, the Company issued 7,000,000 shares of the
Companys common stock to a subscriber at a price per share of $0.005 for total proceeds of $35,000. Common stock issued for services During May, 2015, the Company signed an agreement to pay the
consultant for a monthly fee of $2,500 in cash and $5,000 in stock for a term of one year. The number of shares will be based on
an average of the three lowest VWAPs for the last two weeks of that month started from May 2015. During nine months
ended September 30, 2015, the total of 10,555,556 shares were granted with a fair value of $10,556. The shares were valued using
April 21, 2015 closing value of shares on date of agreement. The number shares are calculated using an average of the three
lowest VWAPs for the last two weeks of May and June 2015. On August 25, 2015, the agreement was terminated and the common
stocks that have been granted were cancelled due to nonperformance. During August, 2014, the Company issued a total of 5,000,000
shares of the Companys 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. During September, 2014, the Company issued 10,000,000 shares
of the Companys 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. Common stock issued for services During February, 2014, the Company issued 5,000,000 shares of
the Companys 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. During February, 2014, the Company issued 5,000,000 shares of
the Companys 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. During March, 2014, the Company granted a total of 5,000,000
shares of the Companys 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. Convertible preferred stock issued for merger 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 has the voting rights of 20 shares of the Companys common stock. Upon the occurrence of a mandatory conversion
event, which occurs immediately following the business day on which the Corporations shareholders have approved an amendment
to the Corporations 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 Companys 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 September 30, 2015, the 7,432,099 shares were issued at the price of $0.16 per share,
and the remaining shares have not been issued due to administrative delay. The remaining 2,567,901 shares of convertible preferred
stocks were accrued in preferred stocks issuable with a fair value of $410,864. Each share of convertible preferred stock was valued
at 20 times of closing price of common stock price of $0.008 on the date of merger. Common Stock Issued for Debt Conversions 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 companys 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).
Date Number of shares converted Fair Value of Debt Converted
9/15/2014 6,708,698 $30,634
9/22/2014 6,719,753 $29,523
10/7/2014 2,904,864 $15,155
12/4/2014 5,773,171 $14,129 During October through December, 2014, following the convertible
note agreement in the amount of $50,000 on June 30, 2014, the debt holder made the following conversions of a total of 19,893,000
shares of the companys 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. During the nine months ended September 30, 2015, the
debt holder made the following two conversions of a total of 19,962,450 shares of the companys restricted stock satisfying
the remaining $17,562 of the note in full with a fair value of $46,450, included in the fair value of debt balance of $46,450
was settlement of derivative liability of $26,488.The Company recorded a gain of $10,468 for less shares issued during the conversion
than what was called for in the original agreement (See Note 4).
Date Number of shares converted Fair Value of Debt Converted
10/20/2014 1,724,137 $13,334
10/30/2014 1,785,714 $13,596
11/10/2014 1,851,851 $12,573
12/15/2014 14,531,298 $41,948
02/5/2015 14,400,000 $33,578
03/27/2015 5,562,450 $12,872 On January 28, 2015, following the convertible note
agreement in the amount of $250,000 on July 25, 2014, the note was satisfied in full with 25,000,000 shares of common stocks
per settlement agreement with a fair value of $269,471, included in the fair value of debt balance of $269,471 was accrued
interest of $11,194 and settlement of derivative liability of $8,277. The Company recorded a loss of $11,105 for more shares
issued during the conversion than what was called for in the original agreement (See Note 4). On April 1, the debt holder made a conversion of a total of
19,000,000 shares of the companys restricted stock satisfying $19,000 of the note with a fair value of $25,769, included
in the fair value of debt balance of $25,769 was settlement of derivative liability of $25,769.The Company recorded a gain of $31,091
for less shares issued during the conversion than what was called for in the original agreement (See Note 4). |
