Stockholders' Equity | NOTE 8 – STOCKHOLDERS’ EQUITY Series A Preferred Stock On May 24, 2016, the Board of Directors of the Company authorized amending the Company’s Articles of Incorporation to authorize 10,000,000 shares of “blank check” preferred stock and designate 1,000,000 of the shares as Series A preferred stock. Each share of the Series A preferred stock is entitled to 500 votes and is convertible into 100 shares of common stock. On May 25, 2016, Perry converted 68,401,200 shares of common stock into 684,012 shares of Series A preferred stock. On May 25, 2016, Cowan converted 26,401,000 shares of common stock into 264,010 shares of Series A preferred stock. Common Stock The Company is authorized to issue up to 75,000,000 shares of common stock, par value $0.001 per share. On January 21, 2015, the Company increased its authorized capital to 500,000,000 shares of common stock. Each outstanding share of common stock entitles the holder to one vote per share on all matters submitted to a stockholder vote. All shares of common stock are non-assessable and non-cumulative, with no pre-emptive rights. The Company made the following issuances during the year ended June 30, 2018 of shares recorded as issuable as of June 30, 2017, as disclosed in the June 30, 2017 subsequent events: 177,032 shares of common stock to Rene Velez 200,000 shares of common stock to Jason Edwards 596,163 shares of common stock to Michael Ostrander 400,000 shares of common stock to Jason Edwards 120,000 shares of common stock to a consultant of the Company 300,000 shares of common stock to Michael Ostrander On June 30, 2017, 109,308,600 shares were outstanding. The following shares were issued from July 1, 2017 through June 30, 2018: On July 19, 2017, the Company issued 748,934 shares of common stock to PureEnergy related to the conversion of $13,481 of a convertible promissory note. On July 31, 2017, the Company issued 5,784,061 shares of common stock to Cliff Perry for accrued compensation of $112,500. See Note 6. On July 31, 2017, the Company issued 2,699,228 shares of common stock to Raymond Medeiros for accrued compensation of $52,500. See Note 6. On August 14, 2017, the Company issued 500,000 shares of common stock to Nuaxon Bioscience as part of the agreement for exclusive rights to market and sell their equipment. The shares were valued at $22,000. On August 17, 2017, the Company issued 345,451 shares of common stock to Lakeport Business Services, Inc. for accounts payable $9,450. The shares were valued at $24,182. On August 23, 2017, the Company issued 500,000 shares of common stock to Frank Dobrucki for future services. On August 25, 2017, the Company issued 600,000 shares of common stock to Christopher Thompson as a bonus in August 2017. The shares were valued at $48,900. On August 25, 2017, the Company issued 550,000 shares of common stock to Joshua Halford for services in August 2017. The shares were valued at $44,825. On August 28, 2017, the Company issued 1,061,500 shares of common stock to Christopher Sloan for services in August 2017 (661,500 shares) and for accrued expenses of $23,075 (400,000 shares of common stock). The shares were valued at $137,535. On August 28, 2017, the Company issued 530,303 shares of common stock to Neil Dutson for services valued at $37,203. On August 29, 2017, the Company issued 100,000 shares of common stock to Marc Hatch for services valued at $7,430. On August 29, 2017, the Company issued 100,000 shares of common stock to Marc Hatch for services valued at $7,430. On October 6, 2017, the Company issued 400,000 shares of common stock to Jason Edwards for services in October 2017 valued at $16,280. On October 6, 2017, the Company issued 600,000 shares of common stock to Michael Ostrander for services in October 2017 valued at $24,420. On October 7, 2017, due to the agreement with Valencia (see Note 2), the Company owed Valencia an additional 4,142,857 shares of common stock, which were recorded as issuable. The Company recorded a contingent liability of $174,000 associated with this obligation. On January 29, 2018, because of the increase of the Company’s common stock, Valencia agreed to the accept the initially issued 3,000,000 shares of common stock as satisfaction of the obligation to pay to Valencia in connection with the Company’s May 30, 2017 Asset Purchase Agreement with Valencia to acquire certain of its assets without the need to issue additional true-up shares of the Company’s common stock. The January 29, 2018 agreement relieved the Company of the contingent liability of issuing additional shares. See Note 17. On October 23, 2017, the Company issued 1,001,250 shares of common stock to Timothy Puetz for services in October 2017 valued at $30,038. On October 23, 2017, the Company issued 1,000,000 shares of common stock to Breadfruit Tree, Inc. for inventory received in October 2017 valued at $27,200. On October 26, 2017, the Company issued 255,000 shares of common stock to Ronald Voight for services in October 2017 valued at $7,650. On October 28, 2017, the Company issued 273,333 shares of common stock to Lakeport Business Services, Inc. for services in October 2017 valued at $8,200. On October 28, 2017, the Company issued 30,000 shares to Neil Dutson for leasehold improvement performed in October 2017 valued at $900. On October 30, 2017, the Company issued 122,500 shares of common stock to legal counsel for services in October 2017 valued at $8,575. On October 31, 2017, the Company issued 850,000 shares of common stock to Paul F. Pelosi, Jr. (“Pelosi”) valued at $26,285, in regard to his appointment as Chairman of the Board on November 1, 2017, for compensation for the period November 1, 2017 through January 31, 2018. The Company was obligated to issue on February 1, 2018, an additional 1,250,000 options for common stock with an exercise price of $0.04, with an expiration date eighteen months after issuance. On February 12, 2018, the Company issued 1,250,000 warrants for common stock to Paul Pelosi in satisfaction of this obligation (see Note 13). The warrants have an exercise price of $0.04 and expire August 11, 2018. On October 25, 2017, the Company issued 250,000 shares of common stock to Frank Dobrucki for services in October 2017 valued at $7,725. On November 2, 2017, the Company issued 250,000 shares of common stock to Victor Park, a vendor, for services in October 2017 valued at $6,800. On November 3, 2017, the Company issued 1,006,768 shares of common stock to PureEnergy for the conversion of $15,475 of a convertible promissory note (see Note 11). On November 9, 2017, the Company issued 5,764,490 shares of common stock to Pure Energy for the conversion of $80,077 of principal and accrued interest of a convertible promissory note (see Note 11). On November 9, 2017, the Company sold 4,785,459 shares of common Stock to Pure Energy for $83,745.53, based on a per share price of $0.0175. On November 10, 2017, the Company sold 967,000 shares of common stock to Pelosi for $14,500, based on a per share price of $0.01499. On November 28, 2017, the Company issued 730,769 shares of common Stock to Michael Ostrander for services in October 2017 and November 2017. The shares for October 2017, which were effective October 1, 2017, were 500,000, whereas the shares for November 2017, which were effective November 1, 2017, were 230,769. The shares were valued at $40,119. On November 30, 2017, the Company recorded 600,000 shares of common stock as issuable to Alan Stone & Co. (“Stone”) in connection with various consulting services provided in 2017. The shares were valued at $29,400. On January 5, 2018 as amended on February 5, 2018, with an effective date of January 5, 2018, the Company consummated its previously-announced acquisition of 100% of the capital stock of Green Market Europe, S.L. (“GME”), a Spanish producer of hemp products. In partial consideration for the acquisition, the Company paid to GME’s seller 4,220,000 shares of the Company’s common stock valued at $295,400. On January 15, 2018, the Company issued to Stone 600,000 shares of common stock which were recorded as issuable as of December 31, 2017. On January 17, 2018, Pure Energy acquired 526,315 shares of the Company’s common stock for $25,000. On January 18, 2018, in connection with the Company’s appointment of Richard Groberg (“Groberg”) as its Chief Financial Officer to serve for an initial, two-year term, the Company (i) issued Groberg’s company, RSGroberg Consulting, LLC, 800,000 shares of common stock, and (ii) $5,000 per month compensation payable: (1) prior to the date that the Company is paying monthly compensation to its directors primarily in cash, in 600,000 shares of common stock (representing the first 12 months’ compensation), and (2) payable in cash thereafter. The common stock received was valued at $81,200 and $60,900, respectively. On January 19, 2018, Pure Energy converted into 2,008,740 shares of Company common stock: (i) the principal balance of the $38,000 convertible promissory note it acquired from Power Up on January 17, 2018 and (ii) $2,175 of accrued interest in connection with that note ($40,175 in total). The Power Up note, executed by the Company on July 20, 2017, had a conversion discount of 35% based on the lowest closing price of the 20 days prior to conversion. The common stock received was valued at $190,027 and resulted in the Company recording a loss of $157,340. On January 19, 2018, in conjunction with its conversion of that note, Pure Energy received 800,918 shares of common stock – (i) $19,826.19 in conjunction with the settlement amount owed by the Company to Power Up at the time Pure Energy acquired that note from Power Up in connection with that note, and (ii) $3,000 as a transaction fee ($22,826 in total). The common stock received was valued at $89,703 and resulted in the Company recording a loss of $66,877. On January 22, 2018, the Company issued 60,616 shares of common stock to Joseph Gurreri, an employee, in consideration of $8,550 of accrued wages. The common stock received had a value of $8,850 On January 22, 2018, Pelosi purchased 1,050,000 shares of common stock for $21,000. On January 22, 2018, the Company issued 82,192 shares of common stock to Steven Bloom in connection with consulting services provided in 2017 totaling $12,000. On January 22, 2018, the Company issued 16,952 shares of common stock to the Company’s legal counsel, in connection with services rendered totaling $2,475. On January 26, 2018, the Company issued to Pure Energy 1,933,848 shares of common stock in consideration of its conversion of a second convertible promissory note for $33,842 (see Note 11) that the Company issued to Pure Energy on September 27, 2017 in conjunction with Pure Energy’s payoff of the May 10, 2017 Power Up convertible note. The common stock received was valued at $580,154 and resulted in the Company recording a loss of $558,722. On January 22, 2018, the Company issued Reliable Steel 229,671 shares of common stock for a portion of its debt of $33,532. On January 22, 2018, the Company issued 226,497 shares of common stock to Christopher Thompson, an employee, in connection with services provided in 2017 valued at $33,069. On January 5, 2018 and February, respectively the Company issued to Michael Ostrander: (i) 150,000 shares of common stock for services performed in December 2017 valued at $10,500, and (ii) 56,930 shares of common stock for services performed in January 2018 valued at $16,794. On January 31, 2018, the Company issued to Stone 600,000 shares of common stock which were recorded as issuable as of December 31, 2017. On January 31, 2018, the Company issued 122,466 shares of common stock to Christopher Sloan, a former employee of the Company, in connection with services rendered by him to the Company in 2017 totaling $39,740. On January 31, 2018, the Company issued 47,945 shares of common Stock to Lakeport Business Services, Inc. in connection with services rendered to the Company in 2018 valued at $7,000. The stock was valued at $15,558 based on the current stock price. On January 31, 2018, Pure Energy purchased 838,126 shares of common stock for $83,813. On February 7, 2018, Neil Dutson acquired 624,000 shares of common stock for $78,000. On February 7, 2018, Weintraub Law Group, LLC (“Weintraub”) surrendered 52,779 warrants at a value of $0.3048 per share, $16,090 in total, to effect the cashless exercise of warrants to acquire 215,378 shares of common stock at $0.06 per share. The Company had issued to Weintraub 268,167 warrants to acquire common stock and 268,167 shares of common stock on October 17, 2016 for the settlement of payables of $15,065. On February 9, 2018, Douglas Montgomery, Greg Montgomery and Lesley Montgomery acquired from the Company 160,000, 80,000 and 160,000, respectively, shares of the Company’s common stock, in each case for a purchase price of $0.125 per share, for total proceeds of $50,000. On February 21, 2018, the Company issued 83,760 shares of common Stock to Lakeport Business Services, Inc. in connection with services rendered to the Company in 2018 valued at 18,000 based on the current stock price. On March 6, 2018 Vincent Moreno acquired 500,000 shares of common stock for $50,000. On March 7, 2018, Neil Dutson acquired 909,090 shares of common stock for $100,000. On March 7, 2018, Esteemed Consultants acquired 909,091 shares of common stock for $100,000. On March 14, 2018, Rex Anthony Carrol acquired 272,727 shares of common stock for $30,000. On March 15, 2018, Vision Concepts acquired 74,074 shares for $10,000. In connection with its April 16, 2018 of Irie, effective April 1, 2018, the Company issued 8,118,886 shares of the Company’s common stock, valued at $998,62320, to Irie’s former owners. The purchase price is to be reduced if: (i) the Sellers’ aggregate pre-closing revenues for the year ending December 31, 2017, were less than $1,500,000 or (ii) the Buyer’s average monthly revenues resulting from the Acquisition of the Assets for the three months following closing are less than $120,000 per month. Additionally, 1,250,000 of the Shares were escrowed for four months following Closing as the Buyer’s security for: (i) any indemnification claims against the Sellers pursuant to the Agreement, or (ii) any pre-closing or post-closing revenue deficiency resulting in the purchase price reductions described above. In October 2018, the shares were released. On June 11, 2018, JRKH Investments, LLC purchased 54,745 shares of common stock of the Company for a purchase price of $0.091 per share, for total proceeds of $5,000. On April 2, 2018, the Company retained KSW Group, LLC as an independent contractor to render various services related to launching and managing various eCommerce initiatives for the Company. In connection with that appointment, the Company: (i) agreed to pay KSW monthly sales commissions based on net revenues generated by KSW, and (ii) issued to KSW 450,000 shares of the Company’s Rule 144 Common stock. The closing price of the Company’s common stock on the issuance date of April 2, 2018 was $0.135 per share. On April 3, 2018, Esteemed Consultants, Inc. acquired from the Company 1,000,000 shares of the Company’s common stock for a purchase price of $0.1775 per share, for total cash proceeds of $75,000. On April 11, 2018, Kahn Family Partnership purchased 4,444,444 shares of common stock of the Company for a purchase price of $0.09 per share, for total proceeds of $400,000. On that date, the Company also issued to Kahn Family Partnership a warrant to acquire 4,444,444 shares of common stock at an exercise price of $0.13 per share. The warrant expires on April 11, 2020. On April 30, 2018, the Company appointed Nevada State Senator Richard Segerblom as a member of the Company’s Board of Directors and issued to Senator Segerblom: (i) $50,000 in common stock to vest monthly for one year, with a value of $0.159 per share, for a total of 314,465 shares of common stock, and (ii) an eighteen-month warrant to acquire 500,000 shares of common stock at an exercise price of $0.10 per share. On April 30, 2018, with an effective date of April 1, 2018, the Company entered into separate consulting agreements with Karen Lane and Ricky Potts, each of whom were owners of and senior executives for Irie. Pursuant to these two agreements, each agreed to continue to provide senior management services relating to the operation of Irie under the ownership of the Company for at least nine months. In connection with these two agreements, the Company granted to each 500,000 shares of common stock of the Company, vesting monthly over a period of nine months, with the vesting beginning on the effective date. The shares were valued at $61,500 for each based on the closing price of the stock on the most recent trading day prior to April 1, 2018. The Company also agreed to a total monthly compensation to each of $4,000 per month, payable using the Company’s common stock. The determination of the number of shares of stock will be calculated monthly based on the average of the OTC closing price based on the last five trading days of each month, as applicable. On June 30, 2018, the Company issued to each of Karen Lane and Ricky Potts 67,545 shares of common stock, 135,090 shares in total, in connection with each’s engagement to manage Irie in consideration for which each agreed to monthly compensation to each of $4,000 payable at the end of each calendar quarter in the Company’s common stock with the determination of the number of shares of stock calculated monthly based on the average of the OTC closing price based on the last five day of each month shares are earned. On May 10, 2018, the Company appointed its CFO, Richard Groberg, as a member of the Company’s Board of Directors. In consideration of his appointment, the Company agreed to issue to Mr. Groberg’s entity: (1) $50,000 in common stock to vest monthly over a one-year period, at a value of $0.16 per share, for a total of 312,500 shares, and (2) an eighteen-month warrant to acquire 500,000 shares of common stock of the Company at an exercise price of $0.10 per share. On May 14, 2018, the Company sold 1,250,000 shares to each Caesar Capital Group (“Caesar”) and Joseph W. and Patricia G Abrams Family Trust dtd 3/95 (“Abrams”), 2,500,000 shares in total, for $200,000 in total consideration, based on a per share price of $0.08. On May 14, 2018, the Company issued to Caesar and Abrams 6,000,000 shares of the Company’s common stock (based on a value of $0.17 per share, or $995,400) in exchange for a 25% ownership interest in Cicero Transact Group, LLC (“Cicero”) Effective on June 1, 2018, the Company consummated a termination agreement with GME’s sellers in connection with GME’s sellers committed to return to the Company the 4,220,000 shares it previously issued to the sellers. Such shares have been cancelled. On June 21, 2018, the Company issued 312,500 of the Company’s common stock to Joseph Abrams, an individual acting as an independent contractor, to serve as a member of the Company’s Advisory. Such shares, valued at $0.16 per share or $54,844 in total, shall vest monthly over one year. On June 21, 2018, the Company issued 1,600,000 shares of common stock, at a value of $0.17 per share, or $264,160 subject to a leak-out agreement and a price adjustment if the average trading price of the Company’s common stock for the five days subsequent to the six-month anniversary of the consummation of this transaction does not exceed $0.25 per share, in connection with its acquisition of intellectual property relating (including an underlying patent pending application) to a proprietary formula for the compounding of a nutraceutical non-liquid to inhibit the accumulation of LDL cholesterol (and an underlying patent-pending application regarding the formula) developed by Healthy Discovery Associates Corp., a Florida corporation. On June 30, 2018, the Company issued to Kahn Family Trust 160,000 shares of common stock in connection with services rendered in June 2018 valued at $27,008. On June 30, 2018 the Company issued to each of Harvey Katz, Warm Family Revocable Trust and The Allan S. Kaplan Revocable Trust 50,000 shares of the Company's common stock, 150,000 shares in total, in connection with the appointment of each to the Company's advisory Board. Recipient Warm Family Revocable Trust directed the issuance of its 50,000 shares to Harvey Katz. Each issuance was valued at $8,440 based on the $0.17 closing price of the stock on June 29, 2018. On June 30, 2017, the Company issued 15,125 shares of common stock at $0.10 per share in consideration of $2,042 in compensation earned through March 31, 2018 to Marianne Luzzo, a consultant to the Company. On June 30, 2017, the Company issued 38,050 shares of common stock at $0.10 per share in consideration of $5,137 in compensation earned through March 31, 2018 to Silkia Ostrander, a consultant to the Company. On June 30, 2017 the Company issued 70,446 shares of common stock to Enrique Sempere, a consultant assisting the Company with its greenhouse operations in Valencia, for which he agreed to quarterly compensation of $12,500 payable at the end of each calendar quarter in the Company’s common stock and with the determination of the number of shares of stock calculated monthly based on the average of the OTC closing price based on the last five day of each month shares are earned. On June 30, 2018, the Company issued 500,000 shares of Common stock to Rodrigo Chavez, in connection with his April 1, 2018 engagement with the Company as a consultant. The shares vest 1/12 per month with the first vesting of April 30, 2018. The shares were valued at $67,500 based the closing price of $0.135 on the most recent trading day prior to April 1, 2018. On the same day the Company also issued 70,446 shares of common stock to Chavez valued at $12,505 in connection with April, May and June services rendered pursuant to his consulting engagement, for which he also agreed to monthly compensation of $4,167 in common stock with the determination of the number of shares of stock calculated monthly based on the average of the OTC closing price based on the last five day of each month shares are earned. On June 30, 2018, the Company issued 300,000 shares of common stock at $0.1688 to Ozzie Guzman in connection with his engagement by the Company in a consulting role valued at $50,640. On June 30, 2018, the Company issued 16,907 shares of common stock at $0.1688 to Trevor Hill, a consultant and former owner of Irie, in consideration of his services to the Company in those months valued at $1,000 per month, or $3,000 in total. On June 30, 2018, the Company issued 20,834 shares at $0.135 of common stock to Chris Thompson in consideration of consulting services he performed during the Company’s third fiscal quarter; (ii) 64,300 shares of common stock to Marianne Luzzo in consideration of consulting services she performed during the Company’s fourth fiscal quarter, and (iii) 53,684 shares of common stock to Silkia Ostrander in consideration of consulting services she performed during the Company’s fourth fiscal quarter valued at $9,907. As of June 30, 2018, 185,369,365 shares of common stock were outstanding. Warrants The following warrants were exercised during the fiscal year: On February 7, 2018, Weintraub Law Group, LLC (“Weintraub”) surrendered 52,779 warrants at a value of $0.3048 per share, $16,090 in total, to effect the cashless exercise of warrants to acquire 215,378 shares of common stock at $0.06 per share. The Company had issued to Weintraub 268,167 warrants to acquire common stock and 268,167 shares of common stock on October 17, 2016 for the settlement of payables of $15,065. The following warrants were cancelled during the fiscal year: On July 27, 2018, the Company agreed to sell to Paul T. Pelosi, Jr. 2,200,000 shares of the Company’s 144 common stock for the price of $38,500, $0.0175 per share, in consideration for which Pelosi agreed to: (1) cancellation and return of the previously issued to him and exercisable into 1,250,000 shares of Company common stock at $0.04 per share, and (2) the cancellation of the Company’s obligation to issue to him 850,000 shares of Company common stock. The following warrants expired during the fiscal year: A warrant to acquire 1,000,000 shares of common stock at $0.05 per share, issued in 2016 to Freedom Leaf Iberia, expired unexercised. A warrant to acquire 1,000,00 shares of common stock at $0.05 per share, issued in 2016 to Freedom Leaf Iberia, expired unexercised. For the year ended June 30, 2018, the Company issued the following warrants to acquire common stock: On February 12, 2018, the Company issued 1,250,000 warrants for common stock to Paul Pelosi in lieu of a prior agreement for the Company to issue to Pelosi 1,250,000 options (see Note 12). The warrants have an exercise price of $0.04 and expire August 11, 2018. On April 11, 2018, the Company also issued to Kahn Family Partnership a warrant to acquire 4,444,444 shares of common stock at an exercise price of $0.13 per share. The warrant expires on April 11, 2020. On April 30, 2018, the Company appointed Nevada State Senator Richard Segerblom as a member of the Company’s Board of Directors and issued to Senator Segerblom an eighteen-month warrant to acquire 500,000 shares of common stock at an exercise price of $0.10 per share. On May 10, 2018, the Company appointed its CFO, Richard Groberg, as a member of the Company’s Board of Directors. In consideration of his appointment, the Company agreed to issue to Mr. Groberg’ s entity an eighteen-month warrant to acquire 500,000 shares of common stock of the Company at an exercise price of $0.10 per share. On May 15, 2018, the Company issued to Richard Cowan, a former director and related party, a warrant, exercisable between July 1, 2018 and November 15, 2019 at an exercise price of $0.01 per share, into 1,000,000 shares of Company common stock in connection with: (i) the Company’s issuance to Cowan a License Agreement that grants him exclusive licensee distribution rights to the Freedom Leaf Inc magazine, as well as other “Freedom Leaf” branded merchandise and services. In consideration of such license and (ii) Cowan’s cancellation of $240,000 of payables owed to him by the Company. As of June 30, 2017, warrants to acquire 7,494,444 shares of common stock were outstanding. June 30, 2018 June 30 2017 Warrants Inception Date Expected volatility 260% 231% 193% - 261% Expected dividends – – – Expected term 2 - 9 months 21 months 0.25 - 1.76 Risk-free interest rate 1.93% 1.15% 0.98% - 1.82% A summary of the status of the options and warrants granted as at June 30, 2017 and 2016, and changes during the years then ended is presented below: Weighted- Weighted- Average Average Exercise Remaining Number of Price per Life Warrants Share (Years) Outstanding at June 30, 2017 4,618,167 Granted 7,694,444 $ 0.13 Exercised (268,167 ) $ 0.06 Cancelled (3,250,000 ) $ 0.05 Outstanding at June 30, 2018 8,794,444 $ 0.12 1.53 Exercisable at June 30, 2018 7,794,444 $ 0.10 1.73 A summary of the status of the warrants outstanding at June 30, 2018 is presented below: Range of Exercise Prices Number Outstanding Weighted-Average Remaining Contractual Life Number Exercisable Weighted-Average Exercise Price $0.01 – $0.09 2,200,000 1.89 years 2,200,000 $ 0.05 $0.01 – $0.09 5,594,444 1.66 years 5,594,444 $ 0.12 $0.01 – $0.09 1,000,000 – – – $0.01 – $0.29 8,794,444 1.53 years 7,794,444 $ 0.10 Stock Option Plan On June 27, 2016, the Board of Directors approved the 2016 Stock Option Plan which has reserved 10,000,000 shares of common stock. |