NOTE 9. COMMON STOCK, WARRANTS AND PAID IN CAPITAL	9 Months Ended
Sep. 30, 2019
Notes to Financial Statements
NOTE 9. COMMON STOCK, WARRANTS AND PAID IN CAPITAL	NOTE 9. COMMON STOCK, WARRANTS AND PAID IN CAPITAL Common Stock As of September 30, 2019, our authorized capital stock consisted of 1,900,000,000 shares of common stock, par value $0.001 per share. As of September 30, 2019, there were 1,434,004,678 issued and outstanding shares of common stock. During the nine months ended September 30, 2019 the Company issued 335,729,678 shares valued at $1,778,592 for the conversion of certain debt and accrued interest into shares of our stock. Also, during these nine months the Company issued 70,000,000 shares valued at $427,000, which was based on the stock price for our stock on the date of the close, in relation to the acquisition of PathUX and 10,825,000 shares valued at $303,925 for services provided in lieu of cash. Preferred Stock We are authorized to issue up to 250,000,000 shares of our “blank check” preferred stock, par value of $0.001. Effective July 27, 2017, we designated 250,000,000 of our “blank check” preferred shares as Series A Preferred Stock, all of which are issued and outstanding. Each share of Series A Preferred Stock entitles its holder to (i) cumulative, non-participating dividends in preference and priority to any declaration or payment of a dividend on any of the Company’s common stock, at a rate of 12% per annum, and (ii) three times (3x) voting preference over common stock. As of September 30, 2019, and December 31, 2018, there were 250,000,000 issued and outstanding shares of preferred stock. Warrants The Company entered into an agreement in 2018 in conjunction with convertible notes payable to issue seven (7) warrants to purchase shares of the Company’s common stock which have an exercise price of $0.15 or 65% of the three lowest trading days within a 20-day market price timeframe, whichever is lower. The warrants also contain certain cashless exercise features. The issuance of these warrants is predicated on the completion of the funding requirements within the terms of the security agreement, however, these funding requirements were never met. The Company is currently negotiating a settlement with respect to any warrants. Pursuant to the terms of the Discover Growth Fund SPA, we issued to Discover warrant to purchase up to 16,666,667 shares of our common stock upon the subsequent funding of the remaining $2,000,000 which occurred on February 28, 2019, exercisable beginning on the nine (9) month anniversary from the date of issuance for a period of three (3) years at an exercise price of $0.15 per share (the “Warrant”). In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model, and based on the relative fair value of the warrant and cash received, we recorded a debt discount on the note principle of $696,850. Management used the following inputs to value the Discover Warrants by Expected Term – 3 years, Exercise Price - $0.15, Expected Volatility- 388.94%, Expected dividends – None, and Risk-Free Rate – 2.54%

NOTE 9. COMMON STOCK, WARRANTS AND PAID IN CAPITAL

9 Months Ended

Sep. 30, 2019

NOTE 9. COMMON STOCK, WARRANTS AND PAID IN CAPITAL

NOTE 9. COMMON STOCK, WARRANTS AND PAID IN CAPITAL

Common Stock

As of September 30, 2019, our authorized capital stock consisted of 1,900,000,000 shares of common stock, par value $0.001 per share. As of September 30, 2019, there were 1,434,004,678 issued and outstanding shares of common stock. During the nine months ended September 30, 2019 the Company issued 335,729,678 shares valued at $1,778,592 for the conversion of certain debt and accrued interest into shares of our stock. Also, during these nine months the Company issued 70,000,000 shares valued at $427,000, which was based on the stock price for our stock on the date of the close, in relation to the acquisition of PathUX and 10,825,000 shares valued at $303,925 for services provided in lieu of cash.

Preferred Stock

We are authorized to issue up to 250,000,000 shares of our “blank check” preferred stock, par value of $0.001. Effective July 27, 2017, we designated 250,000,000 of our “blank check” preferred shares as Series A Preferred Stock, all of which are issued and outstanding. Each share of Series A Preferred Stock entitles its holder to (i) cumulative, non-participating dividends in preference and priority to any declaration or payment of a dividend on any of the Company’s common stock, at a rate of 12% per annum, and (ii) three times (3x) voting preference over common stock. As of September 30, 2019, and December 31, 2018, there were 250,000,000 issued and outstanding shares of preferred stock.

Warrants

The Company entered into an agreement in 2018 in conjunction with convertible notes payable to issue seven (7) warrants to purchase shares of the Company’s common stock which have an exercise price of $0.15 or 65% of the three lowest trading days within a 20-day market price timeframe, whichever is lower. The warrants also contain certain cashless exercise features. The issuance of these warrants is predicated on the completion of the funding requirements within the terms of the security agreement, however, these funding requirements were never met. The Company is currently negotiating a settlement with respect to any warrants.

Pursuant to the terms of the Discover Growth Fund SPA, we issued to Discover warrant to purchase up to 16,666,667 shares of our common stock upon the subsequent funding of the remaining $2,000,000 which occurred on February 28, 2019, exercisable beginning on the nine (9) month anniversary from the date of issuance for a period of three (3) years at an exercise price of $0.15 per share (the “Warrant”). In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model, and based on the relative fair value of the warrant and cash received, we recorded a debt discount on the note principle of $696,850. Management used the following inputs to value the Discover Warrants by Expected Term – 3 years, Exercise Price - $0.15, Expected Volatility- 388.94%, Expected dividends – None, and Risk-Free Rate – 2.54%