Stockholders' Equity (Deficit)

12 Months Ended

Dec. 31, 2014

Stockholders' Equity (Deficit) [Abstract]

Stockholders' Equity (Deficit)

Note 7 – Stockholders’ Equity (Deficit)

Series A Preferred Stock

The Company has 5,000,000 authorized shares of Preferred Stock, of which 100,000 shares of $0.001 par value Series A Preferred Stock were issued and outstanding at December 31, 2014 and 2013, respectively. The Series A Preferred Stock have voting rights to vote as a single class upon any matter submitted to the stockholders. The Series A shareholder shall have such number of votes as is determined by multiplying: (a) the number of shares of Series A Preferred Stock held by such shareholder; (b) the sum of the number of issued and outstanding shares of Series A Preferred Stock, any other series of preferred and Common Stock on a fully diluted basis; and (c) 0.000006. The Series A Preferred Stock has no conversion, dividend, or liquidation rights.

Common Stock

The Company has 95,000,000 authorized shares of $0.001 par value Common Stock, of which 22,392,628 and 21,926,111 shares were issued and outstanding at December 31, 2014 and 2013, respectively.

Common Stock Issuances (2014)

On October 24, 2014, we sold 20,000 shares of our common stock and warrants to purchase another 10,000 shares, exercisable at $0.75 per share over a thirty six month period, to a qualified investor pursuant to a unit offering in exchange for proceeds of $13,500. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On October 20, 2014, we sold 6,730 shares of our common stock and warrants to purchase another 3,365 shares, exercisable at $0.75 per share over a thirty six month period, to a qualified investor pursuant to a unit offering in exchange for proceeds of $4,542. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On October 20, 2014, we sold 74,075 shares of our common stock and warrants to purchase another 37,038 shares, exercisable at $0.75 per share over a thirty six month period, to one of our directors, a qualified investor pursuant to a unit offering in exchange for proceeds of $50,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On October 16, 2014, we sold 20,000 shares of our common stock and warrants to purchase another 10,000 shares, exercisable at $0.75 per share over a thirty six month period, to a qualified investor pursuant to a unit offering in exchange for proceeds of $13,500. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On September 29, 2014, we sold 3,704 shares of our common stock and warrants to purchase another 1,852 shares, exercisable at $0.75 per share over a thirty six month period, to our VP of Business Development, a qualified investor pursuant to a unit offering in exchange for proceeds of $2,500. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. The shares were subsequently issued on October 31, 2014.

On September 23, 2014, we sold 2,000 shares of our common stock and warrants to purchase another 1,000 shares, exercisable at $0.75 per share over a thirty six month period, to a qualified investor pursuant to a unit offering in exchange for proceeds of $1,350. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. The shares were subsequently issued on October 31, 2014.

On September 29, 2014, we sold 134,289 shares of our common stock and warrants to purchase another 67,145 shares, exercisable at $0.75 per share over a thirty six month period, to a qualified investor pursuant to a unit offering in exchange for proceeds of $90,646. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. The shares were subsequently issued on October 31, 2014.

On September 29, 2014, we sold 134,289 shares of our common stock and warrants to purchase another 67,145 shares, exercisable at $0.75 per share over a thirty six month period, to a qualified investor pursuant to a unit offering in exchange for proceeds of $90,645. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. The shares were subsequently issued on October 31, 2014.

On September 29, 2014, we sold 13,493 shares of our common stock and warrants to purchase another 6,747 shares, exercisable at $0.75 per share over a thirty six month period, to a qualified investor pursuant to a unit offering in exchange for proceeds of $9,108. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. The shares were subsequently issued on October 31, 2014.

On September 29, 2014, we sold 13,493 shares of our common stock and warrants to purchase another 6,747 shares, exercisable at $0.75 per share over a thirty six month period, to a qualified investor pursuant to a unit offering in exchange for proceeds of $9,107. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. The shares were subsequently issued on October 31, 2014.

On September 29, 2014, we sold 22,222 shares of our common stock and warrants to purchase another 11,111 shares, exercisable at $0.75 per share over a thirty six month period, to a qualified investor pursuant to a unit offering in exchange for proceeds of $15,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. The shares were subsequently issued on October 31, 2014.

On September 29, 2014, we sold 22,222 shares of our common stock and warrants to purchase another 11,111 shares, exercisable at $0.75 per share over a thirty six month period, to a qualified investor pursuant to a unit offering in exchange for proceeds of $15,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. The shares were subsequently issued on October 31, 2014.

Common Stock Issuances (2013)

During the year ended December 31, 2013, the Company granted 651,582 common shares to investors for proceeds of $423,713. The common stock granted included: 325,798 Series A-100 warrants to purchase 325,798 shares of common stock at $0.65 per share; 162,892 Series A-200 warrants to purchase 162,892 shares of common stock at $1.25 per share; and 162,892 Series A-300 warrants to purchase 162,892 shares of common stock at $1.75 per share.

During December 2013, the Company and 671530 N.B. Inc., a New Brunswick corporation entered into a Subscription Agreement (the “Subscription Agreement”). Pursuant to the terms of the Subscription Agreement, 671530 N.B. Inc. purchased a total of 1,100,000 shares of the Company’s common stock and warrants to purchase up to 1,100,000 shares of Common Stock at $0.75 per shares for a total purchase price of $660,000. The Warrants expire on December 6, 2018.