Stockholders' Equity Note Disclosure [Text Block] | NOTE 7 – STOCKHOLDERS’ EQUITY Common Stock On January 15, 2015 Mazzal Holding Corp. adopted the 2015 Stock Option and Restricted Stock Plan (the “Plan”). In connection with adopting the Plan, the Voting Shareholders also approved a resolution that up to 45,000,000 shares of our common stock may be issued under the terms and conditions of the Plan . On January 23, 2015, the Company increased its authorized shares of common stock to 500,000,000. On January 26, 2015, the Board authorized a 10 for 1 forward stock split. All share and per share data in the accompanying financial statements and footnotes has been adjusted retrospectively for the effects of the stock split. On April 7, 2015, the Company issued 10,000,000 shares of common stock for services registered on Form S-8. These shares were valued at the trading price of the shares of $.04 on the date it was agreed that the shares would be issued of $400,000. On October 26, 2015, the Company entered into a Share Exchange Agreement with Global ITS, Inc. (Global), and the shareholders of Global, pursuant to which the Company exchanged 120,000,000 of its common shares valued at the trading price of our common stock of $5,988,000 for 24,000,000 Global common shares held by Global’s shareholders representing 100% of Global’s outstanding shares. On February 9, 2016, the Company agreed to sell to the Mazzal Trust the real property which the Trust had previously sold to the Company and the Trust returned to the Company 149,950,000 of the 150,000,000 shares of the Company’s common stock owned by the Trust. These shares returned to the Company were canceled. On June 6, 2016, the Company issued 5,000,000 shares of common stock for future services registered on Form S-8. These shares were valued at $0.10 per share ($500,000), the closing price of the shares on that date. The value of these shares has been booked as Deferred Compensation which is being amortized over the one-year term of the agreement. On September 28, 2016, the Company entered into an employment agreement with Dave Baker (see Note 12) to serve as our Senior Vice President. As part of the agreement, Mr. Baker was granted 500,000 shares of common stock of the Company, vested immediately, which shares were valued at $30,500 ($0.061 per share, the closing price of the shares on the date of grant) and was granted 5,000,000 options to purchase common stock of the Company at $0.10 per share (the “Options”). The Options have a three-year expiration and vest one option for every two dollars in revenue recognized by the Company. On November 12, 2016, in conjunction with the execution of an Advisory Agreement, the Company issued to Renitia Bertoluzzi 100,000 shares of its common stock, vested immediately, which shares were valued at $6,000 ($0.060 per share, the closing price of the shares on the date of grant) and options to purchase up to 400,000 shares of common stock of the Company at a price of $0.10 per share. The options vest in equal amounts over the eight quarters following the date of execution of the Advisory Agreement. On December 1, 2016, in conjunction with his promotion to Chief Operating Officer, the Company issued to Dave Baker 4,500,000 shares of its common stock, vested immediately, which shares were value at $270,000 ($0.060 per share, the closing price of the shares on the date of grant). On December 31, 2016 the Company appointed Arthur Fillmore to the board of directors as well as General Counsel to the Company. In conjunction with his appointment, the Company issued to Mr. Fillmore 3,000,000 shares of its common stock vested immediately, which shares were valued at $120,000 ($0.040 per share, the closing price of the shares on the date of grant). Concomitantly, the Company entered into a consulting agreement with Mr. Fillmore’s employer, AEGIS Professional. This consulting agreement has a term of three years. Upon executing the agreement, the Company issued AEGIS Professional an option to purchase 2,000,000 shares of its common stock at $0.10 per share and a term of 3-years. There were no options issued or outstanding as of December 31, 2015. The following table shows the stock option activity during the year ended December 31, 2016: Number Of Options Weighted Average Exercise Price Options outstanding at beginning of year - Changes during the year: Granted - at market price 7,400,000 0.10 Exercised - 0.10 Expired - 0.10 Options outstanding at end of year 7,400,000 0.10 Options exercisable at end of year 112,359 Weighted average fair value of options granted during the year $ 375,800 Options issued were valued using the Black-Sholes model assuming zero dividends, a $0.10 strike price, 3-year expiration, 2% risk-free rate and volatility of 205%. Costs incurred in respect of stock based compensation for employees, advisors and consultants, for the years ended December 31, 2016 and 2015 were $724,347 and $-0- respectively. Deferred compensation cost related to common stock issuances was $208,333, which amount is expected to be recognized over approximately 5 months and unrecognized compensation costs related to options was $369,620 which is expected to be recognized over approximately 22 months. As of December 31, 2016, none of the currently exercisable stock options had intrinsic value. The intrinsic value of each option share is the difference between the fair market value of our common stock and the exercise price of such option share to the extent it is “in-the-money”. Aggregate intrinsic value represents the value that would have been received by the holders of in-the-money options had they exercised their options on the last trading day of the year and sold the underlying shares at the closing stock price on such day. The intrinsic value calculation is based on the assumed market value of our common stock on December 31, 2016 of $0.04 per share. There were no in-the-money options outstanding and exercisable as of December 31, 2016, since the exercise prices of the stock options outstanding and expected to vest were all greater than the fair value of our common stock. The following table presents changes in the number of non-exercisable options during 2016: Non-exercisable options Number Issued Average Exercise Price Total non-exercisable options outstanding - December 31, 2015 - Options issued 7,400,000 0.10 Options expired - 0.10 Options cancelled - 0.10 Options vested (112,359 ) 0.10 Total non-exercisable options outstanding - December 31,2016 7,287,641 |