Note 6 - Stockholders' Equity | NOTE 6 STOCKHOLDERS' EQUITY The Company's capitalization at June 30, 2018 was 75,000,000 authorized common shares and 100,000 authorized preferred shares, both with a par value of $0.001 per share. Common Stock For Six Months Ended June 30, 2018 Common Stock sold with Warrants On January 9, 2018, the Company issued 20,000 shares of common stock to a third-party investor for cash proceeds of $5,000. In conjunction with this sale of shares, the Company also attached and issued 20,000 warrants at an exercise price of $0.10 per share, exercisable over a term of one year from the date of issuance. The fair market value of $4,365 of the warrants was calculated using a Black-Scholes option pricing model with the following assumptions: stock price $0.10, expected term of one year, expected volatility of 250%, and discount rate of 1.78%. The total cash proceeds of $5,000 was allocated based upon the relative fair market value of the shares and warrants in the following amounts: shares were valued at $2,670; and warrants were valued at $2,330. On January 9, 2018 and February 2, 2018, the Company issued 26,000 shares and 64,000 shares of common stock to a third-party investor for total cash proceeds of $22,500. In conjunction with this sale of shares, the Company also attached and issued 90,000 warrants at an exercise price of $0.10 per share, exercisable over a term of one year from the date of issuance. The fair market value of $19,642 of the warrants was calculated using a Black-Scholes option pricing model with the following assumptions: stock price $0.10, expected term of one year, expected volatility of 250%, and discount rate of 1.83%. The total cash proceeds of $22,500 was allocated based upon the relative fair market value of the shares and warrants in the following amounts: shares were valued at $12,013; warrants were valued at $10,487. On January 18, 2018, the Company issued 50,000 shares of common stock to a third-party investor for cash proceeds of $12,500. In conjunction with this sale of shares, the Company also attached and issued 50,000 warrants at an exercise price of $0.10 per share, exercisable over a term of one year from the date of issuance. The fair market value of $10,912 of the warrants was calculated using a Black-Scholes option pricing model with the following assumptions: stock price $0.10, expected term of one year, expected volatility of 250%, and discount rate of 1.79%. The total cash proceeds of $12,500 was allocated based upon the relative fair market value of the shares and warrants in the following amounts: shares were valued at $6,674; warrants were valued at $5,826. On January 19, 2018, the Company issued 4,000 shares of common stock to a third-party investor for cash proceeds of $1,000. In conjunction with this sale of shares, the Company also attached and issued 4,000 warrants at an exercise price of $0.10 per share, exercisable over a term of one year from the date of issuance. The fair market value of $873 of the warrants was calculated using a Black-Scholes option pricing model with the following assumptions: stock price $0.10, expected term of one year, expected volatility of 250%, and discount rate of 1.79%. The total cash proceeds of $1,000 was allocated based upon the relative fair market value of the shares and warrants in the following amounts: shares were valued at $534; and warrants were valued at $466. On February 7, 2018, the Company issued 20,000 shares of common stock to a third-party investor for cash proceeds of $5,000. In conjunction with this sale of shares, the Company also attached and issued 20,000 warrants at an exercise price of $0.10 per share, exercisable over a term of one year from the date of issuance. The fair market value of $4,365 of the warrants was calculated using a Black-Scholes option pricing model with the following assumptions: stock price $0.10, expected term of one year, expected volatility of 250%, and discount rate of 1.91%. The total cash proceeds of $5,000 was allocated based upon the relative fair market value of the shares and warrants in the following amounts: shares were valued at $2,669; and warrants were valued at $2,331. On February 12, 2018, the Company issued 40,000 shares of common stock to a third-party investor for cash proceeds of $10,000. In conjunction with this sale of shares, the Company also attached and issued 40,000 warrants at an exercise price of $0.10 per share, exercisable over a term of one year from the date of issuance. The fair market value of $8,731 of the warrants was calculated using a Black-Scholes option pricing model with the following assumptions: stock price $0.10, expected term of one year, expected volatility of 250%, and discount rate of 1.93%. The total cash proceeds of $10,000 was allocated based upon the relative fair market value of the shares and warrants in the following amounts: shares were valued at $5,339; and warrants were valued at $4,661. On February 13, 2018, the Company issued 30,000 shares of common stock to a third-party investor for cash proceeds of $15,000. In conjunction with this sale of shares, the Company also attached and issued 30,000 warrants at an exercise price of $0.25 per share, exercisable over a term of one year from the date of issuance. The fair market value of $8,731 of the warrants was calculated using a Black-Scholes option pricing model with the following assumptions: stock price $0.25, expected term of one year, expected volatility of 250%, and discount rate of 1.95%. The total cash proceeds of $15,000 was allocated based upon the relative fair market value of the shares and warrants in the following amounts: shares were valued at $10,750; and warrants were valued at $4,250. Warrant Exercise On June 4, 2018, the Company issued 80,000 shares of common stock in a warrant exercise to a third-party investor for cash proceeds of $8,000. The total cash proceeds of $8,000 was allocated based upon the cash received. As the exercise occurred within the term of the warrant agreement no gain or loss was recognized. Common stocks sold with a promise to deliver title to Plot of Land and Warrants On January 5, 2018 and March 26, 2018 and April 20, 2018, the Company issued 60,000 shares, 22,000 shares and 28,000 shares of common stock to a third-party investor for cash proceeds of $27,500. In conjunction with this sale of shares, the Company also attached one (1) plot of land (the title to which not currently owned by the Company as its promise to transfer title to the investor once the Company owns the land) and issued 110,000 warrants at an exercise price of $0.10 per share, exercisable over a term of one year from the date of issuance. The fair market value of $24,226 of the warrants was calculated using a Black-Scholes option pricing model with the following assumptions: stock price $0.25, expected term of one year, expected volatility of 250%, and discount rate of 1.83%. The total cash proceeds of $27,500 was allocated based upon the relative fair market value of the shares, warrants and one (1) promised plot of land in the following amounts: shares were valued at $11,334; warrants were valued at $9,984, and plot of land was valued at $6,182. On January 29, 2018, the Company issued 75,000 shares of common stock to a third-party investor for cash proceeds of $37,500. In conjunction with this sale of shares, the Company also attached one (1) plot of land (the title to which not currently owned by the Company as its promise to transfer title to the investor once the Company owns the land). The total cash proceeds of $37,500 was allocated based upon the relative fair market value of the shares, and one (1) promised plot of land in the following amounts: shares were valued at $26,786 and plot of land was valued at $10,714. On February 23, 2018 and March 20, 2018, the Company issued 200,000 shares and 25,000 shares of common stock to a third-party investor for cash proceeds of $112,500. In conjunction with this sale of shares, the Company also attached three (3) plots of land (the title to which not currently owned by the Company as its promise to transfer title to the investor once the Company owns the land). The total cash proceeds of $112,500 was allocated based upon the relative fair market value of the shares, and three (3) promised plots of land in the following amounts: shares were valued at $80,357 and plots of land were valued at $32,143. On February 28, 2018 and May 3, 2018 and June 26, 2018, the Company issued 20,000 shares and 14,000 shares and 36,000 shares of common stock to a third-party investor for total cash proceeds of $35,000. In conjunction with this sale of shares, the Company also attached one (1) plot of land (the title to which not currently owned by the Company as its promise to transfer title to the investor once the Company owns the land) and issued 70,000 warrants at an exercise price of $0.25 per share, exercisable over a term of one year from the date of issuance. The fair market value of $25,200 of the warrants was calculated using a Black-Scholes option pricing model with the following assumptions: stock price $0.25, expected term of one year, expected volatility of 250%, and discount rate of 2.27%. The total cash proceeds of $35,000 was allocated based upon the relative fair market value of the shares, warrants and one (1) promised plot of land in the following amounts: shares were valued at $16,290; warrants were valued at $11,729, and plot of land was valued at $6,981. On April 30, 2018, the Company issued 75,000 shares of common stock to a third-party investor for cash proceeds of $37,500. In conjunction with this sale of shares, the Company also attached one (1) plot of land (the title to which not currently owned by the Company as its promise to transfer title to the investor once the Company owns the land). The total cash proceeds of $37,500 was allocated based upon the relative fair market value of the shares, and one (1) promised plot of land in the following amounts: shares were valued at $26,786 and plot of land was valued at $10,714. On April 30, 2018, the Company issued 75,000 shares of common stock to a third-party investor for cash proceeds of $37,500. In conjunction with this sale of shares, the Company also attached one (1) plot of land (the title to which not currently owned by the Company as its promise to transfer title to the investor once the Company owns the land). The total cash proceeds of $37,500 was allocated based upon the relative fair market value of the shares, and one (1) promised plot of land in the following amounts: shares were valued at $26,786 and plot of land was valued at $10,714. On May 1, 2018, the Company issued 75,000 shares of common stock to a third-party investor for cash proceeds of $37,500. In conjunction with this sale of shares, the Company also attached one (1) plot of land (the title to which not currently owned by the Company as its promise to transfer title to the investor once the Company owns the land). The total cash proceeds of $37,500 was allocated based upon the relative fair market value of the shares, and one (1) promised plot of land in the following amounts: shares were valued at $26,786 and plot of land was valued at $10,714. On June 22, 2018, the Company issued 75,000 shares of common stock to a third-party investor for cash proceeds of $37,500. In conjunction with this sale of shares, the Company also attached one (1) plot of land (the title to which not currently owned by the Company as its promise to transfer title to the investor once the Company owns the land) and issued 75,000 warrants at an exercise price of $0.50 per share, exercisable over a term of one year from the date of issuance. The fair market value of $13,037 of the warrants was calculated using a Black-Scholes option pricing model with the following assumptions: stock price $0.50, expected term of one year, expected volatility of 250%, and discount rate of 2.5%. The total cash proceeds of $37,500 was allocated based upon the relative fair market value of the shares, warrants and one (1) promised plot of land in the following amounts: shares were valued at $21,457; warrants were valued at $7,460, and plot of land was valued at $8,583. For the year ended December 31, 2017 Common stocks sold with a promise to deliver title to Plot of Land and Warrants On March 24, 2017, the Company issued 150,000 shares of common stock to a third-party investor for cash proceeds of $25,000. In conjunction with this sale of shares, the Company also attached one (1) plot of land (the title to which not currently owned by the Company as its promise to transfer title to the investor once the Company owns the land) and issued 150,000 warrants at an exercise price of $0.17 per share, exercisable over a term of one year from the date of issuance. The fair market value of $31,275 of the warrants was calculated using a Black-Scholes option pricing model with the following assumptions: stock price $0.17, expected term of one year, expected volatility of 254%, and discount rate of 0.98%. The total cash proceeds of $25,000 was allocated based upon the relative fair market value of the shares, warrants and one (1) promised plot of land in the following amounts: shares were valued at $8,769; warrants were valued at $10,970, and plot of land was valued at $5,261. On March 15, 2017, April 27, 2017, June 6, 2017 and June 29, 2017, the Company issued for four tranches 140,000 shares of common stock to a third-party investor for cash proceeds of $35,000. In conjunction with this sale of shares, the Company also attached one (1) plot of land (the title to which not currently owned by the Company as its promise to transfer title to the investor once the Company owns the land) and issued 140,000 warrants at an exercise price of $0.25 per share, exercisable over a term of one year from the date of issuance. The fair market value of $28,067 of the warrants was calculated using a Black-Scholes option pricing model with the following assumptions: stock price $0.25, expected term of one year, expected volatility of 259%, and discount rate of 1.23%. The total cash proceeds of $35,000 was allocated based upon the relative fair market value of the shares, warrants and one (1) plot of land in the following amounts: shares were valued at $13,190; warrants were valued at $10,578, and plot of land was valued at $11,232. On May 5, 2017, June 19, 2017, July 1, 2017and October 27, 2017, the Company issued 100,000 shares of common stock to a third-party investor for cash proceeds of $32,500. In conjunction with this sale of shares, the Company also attached one (1) plot of land (the title to which not currently owned by the Company as its promise to transfer title to the investor once the Company owns the land) and issued 100,000 warrants at an exercise price of $0.10 per share to $0.50 per share, exercisable over a term of one year from the date of issuance. The fair market value of $10,828 of the warrants was calculated using a Black-Scholes option pricing model with the following assumptions: stock price $0.25, expected term of one year, expected volatility of 240% and 260%, and discount rate of 1.24% and 1.42%. The total cash proceeds of $32,500 was allocated based upon the relative fair market value of the shares, warrants and one (1) plot of land in the following amounts: shares were valued at $17,076; warrants were valued at $9,059, and plot of land was valued at $6,365. On August 4, 2017 and October 18, 2017, the Company issued 60,000 shares of common stock to a third-party investor for cash proceeds of $15,000. In conjunction with this sale of shares, the Company also attached one (1) plot of land (the title to which not currently owned by the Company as its promise to transfer title to the investor once the Company owns the land) and issued 60,000 warrants at an exercise price of $0.10 per share, exercisable over a term of one year from the date of issuance. The fair market value of $8,212 of the warrants was calculated using a Black-Scholes option pricing model with the following assumptions: stock price $0.25, expected term of one year, expected volatility of 260%, and discount rate of 1.42%. The total cash proceeds of $15,000 was allocated based upon the relative fair market value of the shares, warrants and one (1) plot of land in the following amounts: shares were valued at $6,394; warrants were valued at $5,534, and plot of land was valued at $3,072. On October 25, 2017, the Company issued 50,000 shares of common stock to a third-party investor for cash proceeds of $12,500. In conjunction with this sale of shares, the Company also attached one (1) plot of land (the title to which not currently owned by the Company as its promise to transfer title to the investor once the Company owns the land) and issued 50,000 warrants at an exercise price of $0.10 per share, exercisable over a term of one year from the date of issuance. The fair market value of $11,046 of the warrants was calculated using a Black-Scholes option pricing model with the following assumptions: stock price $0.25, expected term of one year, expected volatility of 261%, and discount rate of 1.43%. The total cash proceeds of $12,500 was allocated based upon the relative fair market value of the shares, warrants and one (1) plot of land in the following amounts: shares were valued at $4,054; warrants were valued at $3,582, and plot of land was valued at $4,864. On December 13, 2017, the Company issued 200,000 shares of common stock to a third-party investor for cash proceeds of $100,000. In conjunction with this sale of shares, the Company also attached four (4) plots of land (the title to which not currently owned by the Company as its promise to transfer title to the investor once the Company owns the land) and issued 200,000 warrants at an exercise price of $0.50 per share, exercisable over a term of one year from the date of issuance. The fair market value of $35,307 of the warrants was calculated using a Black-Scholes option pricing model with the following assumptions: stock price $0.25, expected term of one year, expected volatility of 248%, and discount rate of 1.68%. The total cash proceeds of $100,000 was allocated based upon the relative fair market value of the shares, warrants and one (4) plot of land in the following amounts: shares were valued at $66,530; warrants were valued at $23,490, and plot of land was valued at $9,980. On October 2, 2017, the Company entered into an agreement with this third-party investor and agreed to buy back the 5 (five) plots of land for an agreed sale price of $206,250 due by February 28, 2018 (Note 3). The Company has recorded $46,037 as the relative fair value of the cost of land for the purchase of these 5 (five) plots of land as additional paid in capital in the accompany financial statements for the year ended December 31, 2017. On December 6, 2017, the Company and an investor mutually agreed that the investor will relinquish the ownership of a plot of land back to the Company purchased by the investor on July 3, 2014. The Company has recorded $10,008 as the relative fair value of the cost of plot of land as additional paid in capital in the accompany financial statements for the year ended December 31, 2017. During the year ended December 31, 2017, the Company issued 700,000 shares of common stock and promise to deliver the plots of land and warrants to purchase 700,000 shares of common stock to 6 (six) investors for net cash proceeds of $156,727. Common Stock sold for Cash and Warrants On January 11, 2017, the Company issued 20,000 shares of common stock to a third-party investor for cash proceeds of $5,000. In conjunction with this sale of shares, the Company also attached and issued 20,000 warrants at an exercise price of $0.25 per share, exercisable over a term of one year from the date of issuance. The fair market value of $3,995 of the warrants was calculated using a Black-Scholes option pricing model with the following assumptions: stock price $0.25, expected term of one year, expected volatility of 251%, and discount rate of 0.82%. The total cash proceeds of $5,000 was allocated based upon the relative fair market value of the shares and warrants in the following amounts: shares were valued at $2,792; and warrants were valued at $2,208. On March 8, 2017, the Company issued 10,000 shares of common stock to a third-party investor for cash proceeds of $2,500. In conjunction with this sale of shares, the Company also attached and issued 10,000 warrants at an exercise price of $0.25 per share, exercisable over a term of one year from the date of issuance. The fair market value of $1,992 of the warrants was calculated using a Black-Scholes option pricing model with the following assumptions: stock price $0.25, expected term of one year, expected volatility of 254%, and discount rate of 1.03%. The total cash proceeds of $2,500 was allocated based upon the relative fair market value of the shares and warrants in the following amounts: shares were valued at $1,391; and warrants were valued at $1,109. On March 15, 2017, the Company issued 10,000 shares of common stock to a third-party investor for cash proceeds of $2,500. In conjunction with this sale of shares, the Company also attached and issued 10,000 warrants at an exercise price of $0.25 per share, exercisable over a term of one year from the date of issuance. The fair market value of $1,992 of the warrants was calculated using a Black-Scholes option pricing model with the following assumptions: stock price $0.25, expected term of one year, expected volatility of 253%, and discount rate of 1.02%. The total cash proceeds of $2,500 was allocated based upon the relative fair market value of the shares and warrants in the following amounts: shares were valued at $1,392; and warrants were valued at $1,108. On May 22, 2017, the Company issued 10,000 shares of common stock to a third-party investor for cash proceeds of $2,500. In conjunction with this sale of shares, the Company also attached and issued 10,000 warrants at an exercise price of $0.25 per share, exercisable over a term of one year from the date of issuance. The fair market value of $2,005 of the warrants was calculated using a Black-Scholes option pricing model with the following assumptions: stock price $0.25, expected term of one year, expected volatility of 253%, and discount rate of 1.02%. The total cash proceeds of $2,500 was allocated based upon the relative fair market value of the shares and warrants in the following amounts: shares were valued at $1,387; and warrants were valued at $1,113. On March 13, 2017, April 13, 2017, June 2, 2017 and June 23, 2017, the Company issued 60,000 shares of common stock to a third-party investor for cash proceeds of $15,000. In conjunction with this sale of shares, the Company also attached and issued 60,000 warrants at an exercise price of $0.25 per share, exercisable over a term of one year from the date of issuance. The fair market value of $12,030 of the warrants was calculated using a Black-Scholes option pricing model with the following assumptions: stock price $0.25, expected term of one year, expected volatility of 260%, and discount rate of 1.21%. The total cash proceeds of $15,000 was allocated based upon the relative fair market value of the shares and warrants in the following amounts: shares were valued at $8,324; and warrants were valued at $6,676. On July 14, 2017, the Company issued 20,000 shares of common stock to a third-party investor for cash proceeds of $5,000. In conjunction with this sale of shares, the Company also attached and issued 20,000 warrants at an exercise price of $0.10 per share, exercisable over a term of one year from the date of issuance. The fair market value of $4,308 of the warrants was calculated using a Black-Scholes option pricing model with the following assumptions: stock price $0.10, expected term of one year, expected volatility of 240%, and discount rate of 1.22%. The total cash proceeds of $5,000 was allocated based upon the relative fair market value of the shares and warrants in the following amounts: shares were valued at $2,686; and warrants were valued at $2,314. On August 25, 2017, the Company issued 8,000 shares of common stock to a third-party investor for cash proceeds of $4,000. In conjunction with this sale of shares, the Company also attached and issued 8,000 warrants at an exercise price of $0.25 per share, exercisable over a term of one year from the date of issuance. The fair market value of $1,540 of the warrants was calculated using a Black-Scholes option pricing model with the following assumptions: stock price $0.10, expected term of one year, expected volatility of 239%, and discount rate of 1.23%. The total cash proceeds of $4,000 was allocated based upon the relative fair market value of the shares and warrants in the following amounts: shares were valued at $2,888; and warrants were valued at $1,112. On November 7, 2017, the Company issued 10,000 shares of common stock to a third-party investor for cash proceeds of $2,500. In conjunction with this sale of shares, the Company also attached and issued 10,000 warrants at an exercise price of $0.10 per share, exercisable over a term of one year from the date of issuance. The fair market value of $2,216 of the warrants was calculated using a Black-Scholes option pricing model with the following assumptions: stock price $0.10, expected term of one year, expected volatility of 263%, and discount rate of 1.49%. The total cash proceeds of $2,500 was allocated based upon the relative fair market value of the shares and warrants in the following amounts: shares were valued at $1,325; and warrants were valued at $1,175. Furthermore, the Company sold 915,000 shares of common stock to 8 (eight) investors for cash proceeds of $457,500 during the year ended December 31, 2017. The common stock was valued at its fair market value of $0.50 on the date of issuance. During the year ended December 31, 2017, the Company sold 1,063,000 shares of common stock and warrants to purchase 148,000 shares of common stock to 16 (sixteen)investors for total cash proceeds of $496,500. Common Stock Issued for Commission and Services During the year ended December 31, 2017, the Company issued a total of 1,242,750 shares of common stock for services, of which 750,000 shares of common stock issued to its officers for services were valued at $375,000, and 492,250 shares of common stock issued to consultants for services were valued at $246,125 (Note 4). The common shares issued to the officers and consultants were valued at their fair market value on the date of grant. The Company recorded these expenses as general and administrative expenses in the accompanying financial statements at December 31, 2017. As a result of all common stock issuances, the Company has 14,319,901 and 15,433,901 shares of common stock issued and outstanding at December 31, 2017 and June 30, 2018, respectively. Preferred Stock The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is authorized to fix the number of shares of any series of Preferred Stock and to determine the designation of any such series. The Board of Directors is also authorized to determine or alter the rights, preferences, privileges, and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock and, within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of such series than outstanding) the number of shares of any such series subsequent to the issue of shares of that series. On October 1, 2013, the Company authorized and issued 28,000 shares of Series A Preferred Stock to Grupo Valcas (a related party) in exchange for services. The 28,000 shares grant the holder to have the right to vote on all shareholder matters equal to 100 votes per share. The Series A shares were valued according to the additional voting rights assigned. The value assigned to the voting rights was derived from a model utilizing control premiums to value the voting control of the preferred stock which was prepared by an independent valuation specialist. The value assigned to the Series A Preferred Stock was $2,260,496 and was recorded on the grant date as stock-based compensation. At June 30, 2018 and December 31, 2017, 28,000 shares of Series A Preferred Stock were issued and outstanding. Warrants A summary of the Company's warrant activity during the six months ended June 30, 2018 and year ended December 31, 2017 is presented below. Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contract Term (Year) Aggregate Intrinsic Value Outstanding at December 31, 2016 1,617,333 $ 0.53 0.54 $ 206,586 Granted 848,000 0.27 - - Exercised - - - - Forfeit/Canceled (1,617,333 ) 0.53 - - Outstanding at December 31, 2017 848,000 $ 0.27 0.60 $ 132,548 Exercisable at December 31, 2017 848,000 Granted 509,000 0.27 - - Exercised (80,000 ) - - - Forfeit/Canceled (450,000 ) 0.21 - - Outstanding at June 30, 2018 827,000 $ 0.34 0.31 $ 141,696 At June 30, 2018, 827,000 warrants were exercisable into common stock. The exercise price of warrants to convert into common stock ranged from $0.10 to $0.50 per warrant, and term of exercise of warrants was one year from the date of issuance. At December 31, 2017, 848,000 warrants were exercisable into common stock. The exercise price of warrants to convert into common stock ranged from $0.10 to $0.50 per warrant, and term of exercise of warrants was one year from the date of issuance. |