Issuances of Securities

6 Months Ended

Jun. 30, 2022

Issuances of Securities

Issuances of Securities

Note 5. Issuances of Securities

Share issuances 2021

During the six months ended June 30, 2021, a total of 32,255,000 shares of common stock were issued to officers, directors and various consultants related to vesting of RSU’s with a total stock-based compensation cost of $24,221,170, 2,000,000 shares of common stock were issued to Mr. Beplate as a stock bonus with a stock-based compensation cost of $2,180,000, 125,000 shares of common stock were sold to an affiliated investor in a private placement for total cash proceeds of $100,000, 100,000 shares of common stock were issued for settlement of a business consulting agreement with a fair value of $111,000, 25,000 shares of commons stock were issued to settle $20,000 of related party advances, 152,835 shares of common stock were issued to settle accrued liabilities – related party worth $133,523, 1,085,135 shares of common stock were issued due to the conversion of convertible notes payable and accrued interest of $590,468, 1,353,111 shares of common stock were issued due to the conversion of convertible notes payable and accrued interest – related party of $676,555 and 117,647 shares of common stock were cancelled reducing common stock by $117 and increasing additional paid-in capital by the same.

Share issuances 2022

During the six months ended June 30, 2022, 184,028 shares of common stock were sold to non-affiliated investors in a private placement for total cash proceeds of $77,292, 206,252 shares of common stock were issued to various consultants to settle $63,126 of accrued liabilities resulting in a loss on settlement of debt of $36,875, 200,000 shares of common stock with a fair value of $96,000 were issued to consultants for services, 425,000 shares of common stock were issued to settle $127,500 of accrued liabilities – related party (see Note 3) resulting in a loss of settlement of debt of $76,500, 425,000 shares of common stock with a fair value of $204,000 were issued to officers and a former officer of the Company for services (see Note 3), 20,000 shares of common stock with a fair value of $10,200 were issued for legal services and 250,000 shares of common stock were cancelled reducing common stock by $250 and increasing additional paid-in capital by the same.

Restricted stock units

During the year ended December 31, 2020 the Board of Directors approved amendments to its March 25, 2019 RSU Agreement for certain management and consultants to the Company.

The amendment resulted in 9,960,000 of the RSU’s vesting on January 1, 2021. The compensation expense was being amortized on a straight-line basis from the date of the amendment through January 1, 2021 which is the vesting date. Stock-based compensation of $43,121 was recognized as expense during the six months ended June 30, 2021.

On January 6, 2021, the Board of Directors approved the second amendment to the Restricted Stock Unit Agreement between the Company and Mr. Beplate, former Chief Executive Officer and former Chairman of the Board, in conjunction with Mr. Beplate’s retirement from his day-to-day management role with the Company. The amendment accelerated the vesting and immediately settled his remaining RSUs by issuing 21,970,000 shares of common stock.

Per ASC 718-20-35, the change in vesting conditions resulted in a modification of the stock-based compensation awards. The modification is considered a Type III modification as described in ASC 718-20-55 and resulted in recording $23,947,300 of stock-based compensation expense which was the fair value of the shares on the date of the modification.

As discussed above in Note 3, during the six months ended June 30, 2022, the Board of Directors approved an RSU Agreement in which Robert Denser, Director was granted 1,000,000 RSU’s which are subject to certain conditions and shall vest upon the achievement of certain Company objectives and milestones. In addition, Mr. Thom’s original RSU Agreement was amended. The amendment increased the amount of RSU’s granted from 11,500,000 to 13,225,000. The RSU’s are subject to certain conditions and shall vest upon the achievement of certain Company objectives and milestones. 

Activity related to our restricted stock units during the six months ended June 30, 2022 was as follows:

				Weighted
				Average
				Grant
	Number of			Date Fair
	Units			Value
Total awards outstanding at December 31, 2021		28,190,000		$	0.96
Units granted		14,225,000		$	0.43
Units Exercised/Released		-		$	-
Units Cancelled/Forfeited		(11,500,000	)	$	1.18
Total awards outstanding at June 30, 2022		30,915,000		$	0.63

Management is unable to predict if or when a Covered Transaction or Triggering Event which are vesting milestones under the RSU Agreements governing the restricted stock units will occur and as of June 30, 2022, there was $19,563,950 of unrecognized compensation cost related to unvested restricted stock unit awards.