Stockholder's Equity (Deficit) | Note 10 – Stockholders’ Equity (Deficit) On January 14, 2018, the Company’s Board of Directors approved an amendment to our Certificate of Incorporation to increase the number of authorized shares of common stock from 195,000,000 to 495,000,000 shares. On June 25, 2018, the Company’s Board of Directors approved an amendment to our Certificate of Incorporation to increase the number of authorized shares of common stock from 495,000,000 to 840,000,000 shares. In addition, the Board of Directors approved a 20 for 1 reverse split of the outstanding common shares of the Company. On October 29, 2018, the Company effected a 20 for 1 reverse stock split on its shares of common stock. The par value and number of authorized shares of the common and preferred stock were not adjusted as a result of the reverse stock split. Unless otherwise noted, impacted amounts and share information included in the financial statements and notes thereto have been retroactively adjusted for the stock split as if such stock split occurred on the first day of the first period presented. Certain amounts in the notes to the financial statements may be slightly different than previously reported due to rounding of fractional shares as a result of the reverse stock split. During the year ended December 31, 2018: We sold 41,054 shares of common stock and received proceeds of $20,872. Additionally, 5,000 valued at $2,648 were not issued as of December 31, 2018. We issued 16,804 shares of common stock that were sold in 2017 and classified as shares to be issued at December 31, 2017. Holders of convertible notes converted $1,019,933 of notes and $78,107 of accrued interest into 15,230,423 shares of common stock valued at $2,726,567. Additionally, 85,110 shares, valued at $168,862, for the conversion of notes, were authorized but not issued as of December 31, 2018. 2,116,857 shares of common stock were returned in connection with Debt Restructure Agreements dated On July 17, 2018, additionally 675,759 shares of common stock, valued at $108,121, were agreed to be cancelled, has not been returned as of December 31, 2018. We issued 40,500 common shares as security for the payment of convertible notes. The shares, valued at $26,730 are held in escrow, are refundable and are recorded in a contra equity account. We issued 1,780,074 shares of common stock, valued at $618,532, for services. Additionally, 1,980,179 shares, valued at $322,433 for services, were authorized but not issued as of December 31, 2018. We issued 669,082 shares of common stock for payment of a former employee note in the amount of $166,354, plus accrued interest of $21,658. In addition, 273,245 excessive shares of common stock were issued, these shares are in the process of being cancelled. We issued 75,000 shares of common stock, valued at $47,254, to settle accounts payable to a consultant. We issued 125,000 shares of common stock, valued at $20,500, for an inducement of extension of sublease. We issued 2,308,938 shares of common stock, valued at $202,443 as share-based compensation to related parties. Additionally, 29,486 shares, valued at $95,983 were authorized to be issued for related party services, but were not issued as of December 31, 2018. As a condition of management employment, the Board of Directors approved employment agreements with two 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. During the year ended December 31, 2018, 2,732,106 shares were issued. At December 31, 2018, there is $229,031 accrued for the annual grants, representing 649,541 shares authorized not issued. The Company recorded compensation expense of $610,284 for the year ended December 31, 2018. During the year ended December 31, 2017: During 2017, 85,500 common shares valued at $256,327 were issued as payment of finance cost related to convertible notes. During 2017, 95,000 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 116,554 shares of common stock and received proceeds of $56,951. Of these shares, 16,804 valued at $8,675, were not issued as of December 31, 2017. During 2017, 171,525 shares of common stock, valued at $740,762 were issued as share-based compensation to related parties. Additionally, 1,248,669 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, 8,000 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, 50,000 shares of common stock, valued at $245,600, were issued for a related party debt settlement. 1,051,263 shares valued at $394,500, were authorized but not issued. During 2017, 12,500 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 4,195,813 shares of common stock valued at $7,553,246. Additionally, 28,372 shares, valued at $33,401, for the conversion of notes, were authorized but not issued as of December 31, 2018. 43,333 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 1,171,065 shares. Common stock warrant activity: 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, 2018: Balance at December 31, 2017 $ 192,350 Issuance of warrants — Change in fair value during period (175,774 ) Balance at December 31, 2018 $ 16,576 The following assumptions were used in calculations of the Black Scholes model for the periods ended December 31, 2018 and December 31, 2017. December 31, 2018 December 31, 2017 Annual dividend yield 0 % 0 % Expected life (years) 1.42 - 8.9 3 - 10 Risk-free interest rate 2.46 - 3.05 % 1.50 – 2.40 % Expected volatility 188 - 300 % 177 - 284 % Common stock option activity: During the year ended December 31, 2018, the Company recorded total option expense of $279,528. The Company maintains an Equity Incentive Plan pursuant to which 124,000 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, 2018, 88,750 shares had been granted, with 10,000 of those shares granted with warrants attached. There remain 35,250 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, 2017 50,000 6.00 4.50 Granted 244,959 5.00 5.00 Balance outstanding, December 31, 2017 294,959 $ 5,17 8.16 Granted — — Balance outstanding, December 31, 2018 294,959 $ 5.17 7.15 Exercisable, December 31, 2018 274,959 $ 6.00 7.48 During the years ended December 31, 2018 and 2017, the Company incurred total option expense of $279,528 and $1,277,088, respectively. Unamortized stock option expense at December 31, 2018 is $249,022, which will be charged to expense in 2018. |