Stockholders' Equity (Deficit)

12 Months Ended

Dec. 31, 2018

Equity [Abstract]

Stockholders' Equity (Deficit)

Note 8 – Stockholders’ Equity (Deficit)

The Company’s authorized capital stock consists of 100,000,000 shares, of which 80,000,000 are for shares of common stock, par value $0.0001 per share, and 20,000,000 are for shares of preferred stock, par value $0.0001 per share, of which 50,000 have been designated as Series A Cumulative Convertible Preferred Stock.

On November 22, 2018, the Board of Directors of the Company decided to issue 5,768,956 shares of Preferred stock for settlement of the outstanding liabilities due to Bristol and Mr. Maatta totaling $709,506. As of December 31, 2018 and 2017, there were 5,768,956 and 0 shares of preferred stock issued and outstanding, respectively.

As of December 31, 2018 and 2017, there were 70,135,036 and 68,535,036 shares of common stock issued and outstanding, respectively. Each share of the common stock entitles its holder to one vote on each matter submitted to the shareholders.

Equity Incentive Plan

On May 9, 2011, the Board approved, authorized and adopted (subject to stockholder approval) the 2011 Incentive Stock and Award Plan (the “Plan”). The Plan was amended on September 14, 2011, April 11, 2012, July 9, 2012 and September 25, 2014. The Plan provides for the issuance of up to 15,000,000 shares of common stock, par value $.0001 per share, of the Company through the grant of non-qualified options (the “Non-qualified Options”), incentive options (the “Incentive Options”) and together with the Non-qualified Options, the (“Options”) and restricted stock (the “Restricted Stock”) to directors, officers, consultants, attorneys, advisors and employees.

The Plan shall be administered by a committee consisting of two or more independent, non-employee and outside directors (the “Committee”). In the absence of such a Committee, the Board shall administer the Plan.

Restricted Stock

Each award of Restricted Stock is subject to the following material terms:

(i)	no rights to an award of Restricted Stock is granted to the intended recipient of Restricted Stock unless and until the grant of Restricted Stock is accepted within the period prescribed by the Committee;
(ii)	Restricted Stock shall not be delivered until they are free of any restrictions specified by the Committee at the time of grant;
(iii)	recipients of Restricted Stock have the rights of a stockholder of the Company as of the date of the grant of the Restricted Stock;
(iv)	shares of Restricted Stock are forfeitable until the terms of the Restricted Stock grant have been satisfied or the employment with the Company is terminated; and
(v)	the Restricted Stock is not transferable until the date on which the Committee has specified such restrictions have lapsed.

On October 16, 2018, the Company granted the members of the Board 1,600,000 restricted shares of the Company’s common stock with an exercise price of $0.17 per share with an aggregate fair value of approximately $272,000 and vested immediately. The Company recognized an aggregate of $272,000 and $0 in compensation expense during the year ended December 31, 2018 and 2017, respectively, related to restricted stock.

Stock Options

Each Option shall contain the following material terms:

(i)	the exercise price, which shall be determined by the Committee at the time of grant, shall not be less than 100% of the Fair Market Value (defined as the closing price on the final trading day immediately prior to the grant on the principal exchange or quotation system on which the common stock is listed or quoted, as applicable) of the common stock of the Company, provided that if the recipient of the Option owns more than ten percent (10%) of the total combined voting power of the Company, the exercise price shall be at least 110% of the Fair Market Value;
(ii)	the term of each Option shall be fixed by the Committee, provided that such Option shall not be exercisable more than five (5) years after the date such Option is granted, and provided further that with respect to an Incentive Option, if the recipient owns more than ten percent (10%) of the total combined voting power of the Company, the Incentive Option shall not be exercisable more than five (5) years after the date such Incentive Option is granted;
(iii)	subject to acceleration in the event of a Change of Control of the Company (as further described in the Plan), the period during which the Options vest shall be designated by the Committee or, in the absence of any Option vesting periods designated by the Committee at the time of grant, shall vest and become exercisable in equal amounts on each fiscal quarter of the Company through the four (4) year anniversary of the date on which the Option was granted;

(iv)	no Option is transferable and each is exercisable only by the recipient of such Option except in the event of the death of the recipient; and
(v)	with respect to Incentive Options, the aggregate Fair Market Value of common stock exercisable for the first time during any calendar year shall not exceed $100,000.

The following is a summary of the Company’s option activity:

	Options			Weighted Average Exercise Price
Outstanding – January 1, 2017		5,319,000		$	0.57
Exercisable – January 1, 2017		1,640,500		$	0.47
Granted		-		$	-
Exercised		-		$	-
Forfeited/Cancelled		(1,276,000	)	$	-
Outstanding – December 31, 2017		4,043,000		$	0.58
Exercisable – December 31, 2017		3,328,000		$	0.57
Granted		900,000		$	0.17
Exercised		-		$	-
Forfeited/Cancelled		(598,000	)	$	-
Outstanding – December 31, 2018		4,345,000		$	0.52
Exercisable – December 31, 2018		3,492,500		$	0.59

Options Outstanding								Options Exercisable
Exercise Price		Number Outstanding		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
$	0.17 – 1.50		4,345,000		2.09 years	$	0.52		3,492,500	$	0.59

At December 31, 2018, the total intrinsic value of options outstanding and exercisable was $20,700 and $5,175, respectively.

On October 16, 2018, the Company granted three members of the Board 900,000 options to purchase the Company’s common stock with an exercise price of $0.17 per share, a term of 5 years, and a vesting period of 1 year. The options have an aggregated fair value of approximately $98,544 that was calculated using the Black-Scholes option-pricing model based on the assumptions below.

	December 31, 2018
Risk-free interest rate		2.95	%
Expected life of grants		3.0 years
Expected volatility of underlying stock		114.83	%
Dividends		0	%

The Company recognized an aggregate of $85,260 and $296,274 in stock-based compensation expense during the year ended December 31, 2018 and 2017, respectively, related to option awards. At December 31, 2018, unrecognized stock-based compensation was $118,339.

Stock Warrants

The following is a summary of the Company’s warrant activity:

	Warrants		Weighted Average Exercise Price
Outstanding – January 1, 2017		16,666,667	$	0.15
Exercisable – January 1, 2017		16,666,667	$	0.15
Granted		-	$	-
Exercised		-	$	-
Forfeited/Cancelled		-	$	-
Outstanding – December 31, 2017		16,666,667	$	0.15
Exercisable – December 31, 2017		16,666,667	$	0.15
Granted		-	$	-
Exercised		-	$	-
Forfeited/Cancelled		-	$	-
Outstanding – December 31, 2018		16,666,667	$	0.15
Exercisable – December 31, 2018		16,666,667	$	0.15

Warrants Outstanding								Warrants Exercisable
Exercise Price		Number Outstanding		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
$	0.15		16,666,667		2.92 years	$	0.15		16,666,667	$	0.15

At December 31, 2018, the total intrinsic value of warrants outstanding and exercisable was $716,667.

There were no new warrants granted during the year ended December 31, 2018.