STOCKHOLDERS' EQUITY

12 Months Ended

Dec. 31, 2015

Notes to Financial Statements

NOTE 5 - STOCKHOLDERS' EQUITY

During the year ended December 31, 2014, the Company sold 615,000 shares of its common stock for a total of $123,000. All shares were issued during the calendar year.

During the first quarter of 2015, the Company sold to one accredited investor in a private placement offering 125,000 shares of common stock at $0.20 per share or $25,000 in the aggregate.

During the second quarter of 2015, the Company sold to the same accredited investor in a private offering an additional 175,000 shares of common stock at $0.20 per share or $35,000 in the aggregate.

During the first quarter of 2015, the Company sold to a shareholder/director 1,150,000 shares of common stock at $0.20 per share or $230,000 in the aggregate which funds were provided to the Company in the first quarter of 2015. These shares were issued during the first month of the second quarter of 2015.

In addition, this shareholder/director and his affiliated investment company converted advances in the aggregate amount of $795,000 and forgave an additional $83,228 in accrued interest in exchange for 3,173,811 shares of common stock and warrants to acquire an additional 533,334 shares of common stock at $0.50 per share. Such conversion was effected pursuant to a Consolidated Conversion and Subscription Agreement (the "Conversion Agreement") entered into as of June 30, 2015 pursuant to which (i) $320,000 in advances from 2012 were converted into 533,334 Units of the Company at a conversion price of $0.60 per Unit with each Unit consisting of (a) two shares of common stock, and (b) a warrant to purchase one share of common stock, at an exercise price of $0.50 per share, (ii) $125,000 in advances from 2013 were converted into 357,143 shares of common stock at a conversion price of $0.35 per share; and (iii) $350,000 in advances from 2013 and 2014 were converted into 1,750,000 shares of common stock at a conversion price of $0.20 per share.

During the first quarter of 2013, the Company granted 400,000 warrants to an unrelated third party for services rendered with an exercise price of $0.25 per share. Such warrants had a term of seven years. Pursuant to a Settlement Agreement and Release effective as of February 26, 2015, such warrants were cancelled and in place thereof the Company paid $62,500 and issued 100,000 shares of common stock, valued at $20,000, to such third party. This incremental cost for cancellation of the warrants resulted in a $82,500 charge to operations during the three months ended March 31, 2015. In connection therewith, the Company sold a shareholder/director 250,000 shares of common stock at $0.25 per share or $62,500 in the aggregate which funds were used to pay the amount payable under the aforesaid Settlement Agreement and Release.

During the fourth quarter of 2015, the Company purchased certain domain names from an unrelated third party for consideration consisting of 10,000 shares of common stock and warrants to acquire an additional 13,000 shares of common stock exercisable at $0.50 per share. The total value of $8,497 was capitalized as a component of website costs on the balance sheet. The warrants have a term of five years.