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ACCRUED STOCK PAYABLE
12 Months Ended
Dec. 31, 2017
Accrued Common Stock Payable [Abstract]  
Accrued Common Stock Payable [Text Block]

NOTE 8.  ACCRUED STOCK PAYABLE


The following tables summarize the changes in accrued common stock payable:


 

 

Amount

 

Number of Shares

December 31, 2015

$

1,532,420

 

730,000

Feinsod Agreement – accrual

 

192,800

 

Feinsod Agreement – issued

 

(663,000)

 

(150,000)

Consulting services – accrual

 

6,988

 

Consulting services – issued

 

(25,000)

 

(50,000)

Employment agreements – accrual

 

567

 

Employment agreements – issued

 

(132,175)

 

(50,000)

IPG acquisition – issued

 

(843,200)

 

(400,000)

Chiefton acquisition – issued

 

(69,400)

 

(80,000)

December 31, 2016

 

 

Acquisition of MHPS

 

155,000

 

104,359

Warrant exercises

 

166,860

 

154,500

December 31, 2017

$

321,860

 

258,859


Acquisition of MHPS


The MHPS shares are issuable on February 27, 2018, if the terms of the Mile High APA are met.


Warrant Exercises


We received cash for the exercise of warrants in 2017 and the shares of common stock were issued in January 2018.


Feinsod Agreement


On August 4, 2014, we entered into an agreement with Michael Feinsod in consideration for serving as Executive Chairman of the Board and as a member of the Board and pursuant to the terms of the Executive Board and Director Agreement (the “Feinsod Agreement”).  The Board approved the issuance to Infinity Capital of (a) 200,000 shares of our common stock on August 4, 2014; (b) 1,000,000 shares of our common stock upon the uplisting of our common stock to the OTC Market’s OTCQB; (c) 150,000 shares of our common stock on August 4, 2015; and (d) 150,000 shares of our common stock on August 4, 2016.  Mr. Feinsod must remain a member of the Board in order for the common stock to be issued.  In addition, the Feinsod Agreement required the issuance of a number of shares of our common stock to Infinity Capital equal to 10% of any new issuances not to exceed 600,000 shares of our common stock in the aggregate during the time that Mr. Feinsod remains a member of the Board (the “New Issuance Allowance”).  Under the terms of the Feinsod Agreement, the New Issuance Allowance would not be triggered upon issuances relating to convertible securities existing as of the date of the Feinsod Agreement.  For illustrative purposes, if we issue 7,000,000 new shares of common stock, then the New Issuance Allowance issued to Infinity Capital would be capped at 600,000 shares of our common stock.  No shares were issued under the New Issuance Allowance.


The 1,000,000 shares of our common stock were valued at $2.97 per share, based on the closing price of our common stock of $3.49 on April 27, 2015, and then reduced by 15% due to restrictions on the ability to trade our shares.  The other shares under the Feinsod Agreement were valued at $4.42 per share, based on the closing price of our common stock of $5.20 on August 4, 2014, and then reduced by 15% due to restriction on the ability to trade our common stock.  We recognized expense for the unissued shares ratably over the vesting period.


Employment Agreements


On May 13, 2015, we hired two individuals and granted them a total of 100,000 shares of our common stock with a vesting date of January 1, 2016. We valued the 100,000 shares on the date of grant, based on a closing price per share of our common stock of $3.11 on May 13, 2015, and then reduced by 15% due to restriction on the ability to trade our common stock, resulting in a fair value of $264,350.  One individual forfeited his shares, so expense was only recognized for 50,000 shares.  These shares were issued in April 2016.


Consulting Agreement


On July 15, 2015, we entered into an agreement with an individual to provide consulting services to customers in exchange for 50,000 shares of our common stock to be delivered on March 15, 2016.  The fair value of the common stock was determined at the end of each reporting period and the pro rata amount earned is recognized as accrued stock payable over the term of the agreement.  These shares were issued in March 2016.