Stockholder's Equity (Deficit) | Note 10 – Stockholders’ Equity (Deficit) 2017 Transactions: During 2017, 1,710,000 common shares valued at $256,327 were issued as payment of finance cost related to convertible notes. During 2017, 1,899,990 common shares were issued as security for the payment of convertible notes. The shares, valued at $257,259 are held in escrow, are refundable and are recorded in a contra equity account. During 2017, we sold 2,331,071 shares of common stock and received proceeds of $56,951. Of these shares, 336,071 valued at $8,675, were not issued as of December 31, 2017. During 2017, 3,430,504 shares of common stock, valued at $740,762 were issued as share-based compensation to related parties. Additionally, 24,973,389 shares, valued at $1,960,643, were authorized to be issued for related party services, but were not issued as of December 31, 2017. During 2017, 160,000 shares of common stock, valued at $5,521, were issued for service. During 2017 the Company recorded total option expense of $1,277,088. During 2017, 1,000,000 shares of common stock, valued at $245,600, were issued for a related party debt settlement. 21,025,254 shares valued at 394,500, were authorized but not issued. During 2017, 250,000 shares of common stock, valued at $47,245, were issued to settle accounts payable to a consultant. During 2017, owners of convertible notes have converted $2,986,387 of notes and $139,263 of accrued interest into 83,916,269 shares of common stock valued at $7,553,246. Additionally, 567,433 shares, valued at $33,401, for the conversion of notes, were authorized but not issued as of December 31, 2017. 866,667 shares, valued at $260,000 were cancelled due to reclassify the fund received to a note payable. As a condition of their employment, the Board of Directors approved employment agreements with three key executives. This agreement provided that additional shares will be granted each year at February 1 over the term of the agreement should their shares as a percentage of the total shares outstanding fall below prescribed ownership percentages. The CEO received an annual grant of additional shares each year to maintain his ownership percentage at 10% of the outstanding stock. The other two executives receive a similar grant to maintain each executive’s ownership percentage at 7.5% of the outstanding stock. At December 31, 2017 there is $1,779,943 accrued for the annual grant at February 1, 2018, representing 23,421,306 shares. 2016 Transactions: During 2016, the Company issued to officers and employees 3,466,040 shares of common stock, valued at $2,063,309 for services. During 2016, the Company issued 2,228,297 shares of common stock, valued at $1,259,944, to various third parties for services. During 2016, the Company sold 5,393,718 shares of common stock for cash proceeds of $865,491. Common stock warrant activity The following represents a summary of all common stock warrant activity: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term Balance outstanding, January 1, 2016 1,901,426 1.21 Granted 125,887 - Balance outstanding, December 31, 2016 2,027,313 $ 1.18 Granted 3,250,000 0.26 6.07 Balance outstanding, December 31, 2017 5,277,313 $ 0.61 4.74 Exercisable, December 31, 2017 5,277,313 $ 0.61 4.83 The Company has determined that certain of its warrants are subject to derivative accounting. The table below provides a reconciliation of the beginning and ending balances for the warrant liabilities measured using fair significant unobservable inputs (Level 3) for the year ended December 31, 2017: Balance at January 1, 2016 $ - Issuance of warrants 342,867 Change in fair value during period (150,517 ) Balance at December 31, 2017 $ 192,350 The following assumptions were used in calculations of the Black Scholes model for the periods ended December 31, 2017 and 2016: For the Year Ended December 31, 2017 For the Year Ended December 31, 2016 Annual dividend yield 0 % 0 % Expected life (years) 3-10 5 Risk-free interest rate 1.50 - 2.40 % 0.90 % Expected volatility 177 - 284 % 266 % Common stock option activity The Company maintains an Equity Incentive Plan pursuant to which 2,480,000 shares of Common Stock are reserved for issuance thereunder. This Plan was established to award certain founding members, who were instrumental in the development of the Company, as well as key employees, directors and consultants, and to promote the success of the Company’s business. The terms allow for each option to vest immediately, with a term no greater than 10 years from the date of grant, at an exercise price equal to par value at date of the grant. As of December 31, 2017, 1,775,000 shares had been granted, with 200,000 of those shares granted with warrants attached. There remain 705,000 shares available for future grants. The following represents a summary of all common stock option activity: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Balance outstanding, January 1, 2016 - - Granted 1,000,000 0.30 Balance outstanding, December 31, 2016 1,000,000 $ 0.30 Granted 4,899,180 0.25 Balance outstanding, December 31, 2017 5,899,180 $ 0.26 8.15 Exercisable, December 31, 2017 2,849,590 $ 0.26 8.31 During the years ended December 31, 2017 and 2016, the Company incurred total option expense of $1,277,088 and $145,362, respectively. Unamortized stock option expense at December 31, 2017 is $597,006, which will be charged to expense in 2018. |