Stockholders' Equity | NOTE 8 – STOCKHOLDERS’ EQUITY The Company’s equity at March 31, 2021 consisted of 75,000,000 authorized common shares and 2,000,000 authorized preferred shares, both with a par value of $0.001 per share. As of March 31, 2021, and December 31, 2020, there were 23,563,381 and 23,230,654 shares of common stock issued and outstanding, respectively. As of March 31, 2021, and December 31, 2020, 28,000 shares of Series A Preferred Stock were issued and outstanding and 1,000 shares of Series B Preferred Stock were issued and outstanding, respectively. On August 26, 2020, the Company’s shareholders of record approved the increase of the Company’s authorized common stock, par value $0.001, from 75,000,000 shares to 100,000,000 shares and the holders of a majority of the Company’s outstanding voting securities approved the Company’s 2020 Equity Incentive Plan (the “2020 Plan”). The Company has reserved a total of 3,000,000 shares of the authorized common stock for issuance under the 2020 Plan. As of March 31, 2021, ILA has issued 1,700,000 options under the 2020 Plan. The Company has not yet amended its articles of incorporation as of March 31, 2021. On February 11, 2019, the Company’s Board of Directors approved a 2019 Equity Incentive Plan (the “2019 Plan”). In order for the 2019 Plan to grant “qualified stock options” to employees, it required approval by the Corporation’s shareholders within 12 months from the date of the 2019 Plan. The 2019 Plan was never approved by the shareholders. Therefore, any options granted under the 2019 Plan prior to shareholder approval will be “non-qualified”. Pursuant to the 2019 Plan, the Company has reserved a total of 3,000,000 shares of the Company’s common stock to be available under the plan. As of March 31, 2021, ILA has granted 1,200,000 options under the 2019 Plan. Common Stock Issued for Services On March 3, 2021, the Company committed to issue 200,000 shares per a consulting agreement valued at $280,000. As of March 31, 2021, the shares had not been issued and were recorded as stock payable. Common Stock Issued for Cash On February 22, 2021, the Company received cash of $45,000 for 100,000 shares of common stock. As of March 31, 2021, the shares had not been issued and were recorded as stock payable. Common Stock sold with a Promise to Deliver Title to Plot of Land and Warrants On December 8, 2020, the Company received cash proceeds of $20,000 for 50,000 shares of common stock to be issued to a third-party investor. In conjunction with this sale of shares, the Company also attached one (1) plot of land. The total cash proceeds of $20,000 was allocated based upon the relative fair value of the shares and one (1) promised plot of land in the following amounts: shares were valued at $11,890; and plot of land was valued at $8,110. The shares were issued on March 1, 2021. On December 31, 2020, the Company received cash proceeds of $30,000 for 50,000 shares of common stock to be issued to a third-party investor. In conjunction with this sale of shares, the Company also attached one (1) plot of land. The total cash proceeds of $30,000 was allocated based upon the relative fair value of the shares and one (1) promised plot of land in the following amounts: shares were valued at $20,622; and plot of land was valued at $9,378. The shares were issued on March 1, 2021. Common Stock Issued for debt settlement. On December 31, 2020, the Company executed amendments to promissory notes with six (6) existing investors to extend the maturity date for the issuance of an aggregate of 23,000 shares of common stock with a fair value of approximately $10,000. These shares were issued on January 1, 2021. On January 1, 2021, the Company issued an aggregate of 95,000 shares of common stock in conjunction with previously executed promissory notes. These shares were previously recorded as stock payable for aggregate fair value of approximately $75,600. On January 1, 2021, the Company issued an aggregate of 23,000 shares of common stock in conjunction with executed amendments to previously executed promissory notes. These shares were issued with an estimated fair value of $8,970. On February 25, 2021, the Company issued 85,000 shares of common stock as commitment shares in accordance with the terms of one of its senior secured self-amortization convertible note with aggregate fair value of $130,900. All shares of common stock issued during the three months ended March 31, 2021, were unregistered. Preferred Stock On November 6, 2019, the Company authorized and issued 1,000 shares of Series B Preferred Stock (“Series B”) and 350,000 shares of common stock to Cleanspark Inc. in a private equity offering for $500,000. Management determined that the Series B should not be classified as liability per the guidance in ASC 480 Distinguishing Liabilities from Equity upon issuance, even though the conversion would require the issuance of variable number of shares since such obligation is not unconditional. As of March 31, 2021, Management recorded the value attributable to the Series B of $293,500 as temporary equity on the consolidated balance sheet since the instrument is contingently redeemable at the option of the holder. The Company recognized the beneficial conversion feature (“BCF”) that arises from a contingent conversion feature, since the instrument reached maturity during the year ended December 31, 2020. The Company recognized such BCF as a discount on the convertible preferred stock. The amortization of the discount created by a BCF recognized as a result of the resolution of the contingency is treated as a deemed dividend that reduced net income in arriving at income available to common stockholders. Warrants A summary of the Company’s warrant activity during the three months ended March 31, 2021 is presented below: Weighted Weighted Contract Number of Warrants Average Exercise Price Term (Year) Outstanding at December 31, 2020 460,000 $ 0.38 0.70 Granted - - - Exercised - - - Forfeited-Canceled - - - Outstanding at March 31, 2021 460,000 $ 0.38 0.45 Exercisable at March 31, 2021 460,000 The aggregate intrinsic value as of March 31, 2021 and December 31, 2020 was approximately $458,000 and $4,600, respectively. Options A summary of the Company’s option activity during the three months ended March 31, 2021 is presented below: Weighted Weighted Contract Number of Options Average Exercise Price Term (Year) Outstanding at December 31, 2020 2,900,000 $ 0.43 3.35 Granted - - - Exercised - - - Forfeited-Canceled - - - Outstanding at March 31, 2021 2,900,000 $ 0.43 3.10 Exercisable at March 31, 2021 931,250 Options outstanding as of March 31, 2021 and December 31, 2020 had aggregate intrinsic value of $2,729,400 and $158,000, respectively. As of March 31, 2021, the total unrecognized deferred share-based compensation expected to be recognized over the remaining weighted average vesting periods of 0.87 years for outstanding grants was approximately $0.4 million. |