NOTE 10 – STOCKHOLDERS’ DEFICIT

Common Stock

The Company has been authorized to issue 150,000,000 shares of common stock, $.001 par value. Each share of issued and outstanding common stock shall entitle the holder thereof to fully participate in all shareholder meetings, to cast one vote on each matter with respect to which shareholders have the right to vote, and to share ratably in all dividends and other distributions declared and paid with respect to common stock, as well as in the net assets of the corporation upon liquidation or dissolution.

During the six months ended June 30, 2019, the Company issue 14,526,357 shares of its restricted common stock as follows:

2,000 shares to a consultant for services rendered, valued at $3,184.

4,196,825 shares to the Company's CEO and COO for services rendered, valued at $167,873.

40,000 shares issued to employees and a director from the restricted stock plan valued at $45,418.

6,252,940 shares issued to the convertible notes holder who elected to convert principle and accrued interest, totaled $174,200, into the Company's common stock.

760,000 shares to investors for $91,200 of working capital.

200,000 shares issued to the Company's CEO to settle accrued expenses valued at $8,000.

3,074,592 shares issued to the Company's CEO to settle notes payable and accrued interest in the amount of $122,984.

Warrants and Options

At June 30, 2019, 50,000 options were outstanding and there were no warrants outstanding. The Company did not issue any common stock purchase warrants or options during the three and six months ended June 30, 2019 and 2018.

Restricted Stock Awards to Key Employees

In March 2017, the board of directors approved issuance of 100,000 shares of the Company’s restricted common stock to its key employees. The award is subject to a four or five-year vesting requirements, i.e. the requisite service period. The shares are issued as the vesting restriction lapses. The Company valued these shares at fair value on commitment date which is the date on which the employee accepted the award and recorded stock based compensation expense over the requisite service period. Stock based compensation expense for these awards for the three months ended June 30, 2019 and 2018 was $8,116 and $12,026, respectively. Stock based compensation expense for these awards for the six months ended June 30, 2019 and 2018 was $20,402 and $26,029.