STOCKHOLDERS' EQUITY | Preferred Stock There are currently 5,000,000 shares of Series A Preferred Stock authorized, with no shares of Series A Preferred Stock currently issued or outstanding. Effective June 24, 2010, the Company filed a Certificate of Designations, Number, Voting Power, Preferences and Rights of Series B Convertible Redeemable Preferred Stock (the “Certificate”) with the Texas Secretary of State, designating 7,500 shares of Series B Preferred Stock, par value $10.00 per share (the “Series B Shares”). The Series B Shares rank senior to shares of all other common and preferred stock with respect to dividends, distributions, and payments upon dissolution. Each of the Series B Shares is convertible at the option of the holder into shares of common stock as provided in the Certificate. There are currently no Series B Shares issued or outstanding. On October 11, 2013, the Company filed a Certificate of Designations, Number, Voting Power, Preferences and Rights of Series C Convertible Preferred Stock (the “Certificate of Designations”), under which it designated 100,000 shares of Series C Preferred Stock, par value $10.00. The Series C Preferred Stock is entitled to accruing dividends (payable, at the Company’s options, in either cash or stock) of 5% per annum until October 10, 2016, and 3% per annum until October 10, 2018. The Series C Preferred Stock is senior to the Company’s common stock and any other currently issued series of the Company’s preferred stock upon liquidation, and is entitled to a liquidation preference per share equal to the original issuance price of such shares of Series C Preferred Stock together with the amount of all accrued but unpaid dividends thereon. Each of the Series C Shares is convertible at the option of the holder into 1,000 shares of common stock as provided in the Certificate. Additionally, each holder of Series C Preferred Stock shall be entitled to vote on all matters submitted for a vote of the holders of Common Stock a number of votes equal to the number of full shares of Common Stock into which such holder’s Series C shares could then be converted. As of March 31, 2017, and December 31, 2016, there were 86,361 and 85,646 shares of Series C Preferred Stock issued and outstanding, respectively. On November 13, 2013, the Company filed a Certificate of Designations, Number, Voting Power, Preferences and Rights of Series D Convertible Preferred Stock (the “Certificate of Designations”), under which it designated 25,000 shares of Series D Preferred Stock. Shares of Series D Preferred Stock are not entitled to any preference with respect to dividend or upon liquidation, and will automatically convert (at a ratio of 1,000-to-1) into shares of the Company’s common stock, par value $0.001 upon approval of the Company’s stockholders (and filing of) and amendment to the Company’s Certificate of Incorporation increasing the number of authorized shares of Common Stock from 100,000,000 to 250,000,000. As of March 31, 2017, and December 31, 2016, there are no shares of Series D Preferred Stock issued and outstanding. On May 30, 2014, the Company filed a Certificate of Designations, Number, Voting Power, Preferences and Rights of Series E Convertible Preferred Stock (The “Certificate of Designations”), under which it designated 5,000 shares of Series E Preferred Stock. Shares of Series E Preferred Stock are not entitled to any preference with respect to dividends or upon liquidation, and will automatically convert (at a ratio of 1,000 shares of Common Stock for every one share of Series E Preferred Stock) into shares of the Company’s common stock, $0.001 par value upon approval of the Company’s stockholders (and filing of) and amendment to the Company’s Certificate of Incorporation increasing the number of authorized shares of Common Stock from 100,000,000 to 250,000,000. As of March 31, 2017, and December 31, 2016, there are no shares of Series E Preferred Stock issued and outstanding. During the three months ended March 31, 2017, the Company issued 715 shares of Series C Preferred Stock for cash proceeds of $50,050. The Series C Preferred Stock earned dividends of $12,936 and $73,269 for the three months ended March 31, 2017 and 2016, respectively. As of March 31, 2017, no Series C Preferred Stock dividends have been declared. Common Stoc On March 9, 2017, the Company issued 150,000 shares of common stock to each of the Company’s four Board Directors, (a total of 600,000 shares valued at $42,000). On March 10, 2017, the Company issued 250,000 shares of common stock valued at $17,500 to a contract consultant upon achievement of specified revenue targets. Warrants A summary of the status of the warrants granted for the three months ended March 31, 2017, and changes during the period then ended is presented below: For the Three Months Ended March 31, 2017 Shares Weighted Average Exercise Price Outstanding at beginning of period 67,246,300 $ 0.12 Granted - - Exercised - - Forfeited - - Expired - - Outstanding at end of period 67,746,300 $ 0.12 As of March 31, 2017, Warrants Outstanding As of March 31, 2017 Warrants Exercisable Range of Exercise Prices Number Outstanding Weighted-Average Remaining Contract Life Weighted-Average Exrcise Price Number Exercisable Weighted-Average Exercise Price $ 0.06 4,500,000 1.5 $ 0.06 4,500,000 $ 0.06 0.08 550,000 0.9 0.08 550,000 0.08 0.09 625,000 1.1 0.09 625,000 0.09 0.12 60,000,000 4.1 0.12 12,000,000 0.12 0.15 1,571,300 0.4 0.15 1,571,300 0.15 $ 0.06-0.15 67,246,300 3.8 $ 0.12 19,246,300 $ 0.12 The aggregate intrinsic value of the exercisable warrants as of March 31, 2017, was $148,300. Stock Options A summary of the status of the stock options granted for the three-month period ended March 31, 2017, and changes during the period then ended is presented below: Options Weighted Average Exercise Price Outstanding at beginning of period 1,093,500 $ 0.15 Granted - - Exercised - - Forfeited - - Expired - - Outstanding at end of period 1,093,500 $ 0.15 As of March 31, 2017 As of March 31, 2017 Stock Options Outstanding Stock Options Exercisable Exercise Price Number Outstanding Weighted-Average Remaining Contract Life Weighted- Average Exercise Price Number Exercisable Weighted-Average Exercise Price $ 0.15 943,500 1 0.15 943,500 $ 0.15 (a) 150,000 - - - - $ 0.15 1,093,500 1 0.15 943,500 $ 0.15 (a) On January 1, 2015, the company granted three tranches of options, 25,000, 25,000, and 100,000 which vest upon meeting specific performance measures agreed upon. The measures include achieving three specific sales targets per month for 3 consecutive months. The exercise price and expiration date of each tranche will be set upon achieving the targets. As of the date of this filing the performance measures have not been met. As a result, the exercise price is undetermined and these options are excluded from the calculation of weighted average remaining life. The aggregate intrinsic value of the exercisable options as of March 31, 2017 was $0. |