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Stockholders' Deficit
9 Months Ended
Sep. 30, 2019
Stockholders Deficit  
Stockholders' Deficit

NOTE 10 - STOCKHOLDERS’ DEFICIT

 

The Company is authorized to issue an aggregate of 3,000,000,000 common shares with a par value of $0.0001 per share and 1,000,000 shares of preferred stock with a par value of $0.0001 per share.

 

On August 6, 2013, the Company filed a Certificate of Designation with the Delaware Secretary of State thereby designating two hundred thousand (200,000) shares as Series A Convertible Preferred Stock (“Series A Stock”). Each share of Series A Stock is (i) convertible into one thousand (1,000) shares of common stock of the Company and (ii) entitled to the number of votes equal to the aggregate number of shares of common stock into which the Holder’s share of Series A Stock is convertible, multiplied by one hundred (100).

 

During the nine months ended September 30, 2019, the Company elected to convert $2,420 of principal and interest of non-redeemable convertible notes into 24,200,000 shares of common stock of the Company valued at $1,131,600. The conversions resulted in a loss on settlement of debt of $1,129,180.

 

During the nine months ended September 30, 2019, the Holder of the Convertible Note elected to convert $40,314 of principal and debt discount of $38,665 into 8,600,000 shares of common stock of the Company with a fair value of $63,160. The conversions resulted in the settlement of derivative liabilities of $62,432 and a gain on settlement of debt of $921.

 

During the nine months ended September 30, 2019, the Company issued 100,000 shares of common stock to settle shares to be issued (stock payable) valued at $8,000 ($0.0800 per share).

 

During the nine months ended September 30, 2019, the Company issued 100,000 shares of common stock valued at $7,000 ($0.0700 per share) for the services.

 

During the nine months ended September 30, 2019, the Company issued 5,909,719 shares of common stock valued at $31,912 ($0.0054 per share), to settle accounts payable.

 

During the nine months ended September 30, 2019, the Company issued 30,000,000 shares of common stock to settle shares to be issued (stock payable) valued at $903,000 ($0.0301 per share), which has been recorded ratably over the contract period of July 1, 2018 to June 30, 2019, for stock based compensation due to Nadav Elituv, the Chief Executive Officer of the Company.

 

During the nine months ended September 30, 2019, the Company issued 24,387,097 shares of common stock valued at $151,200 ($0.0062 per share), to fully settle salary payable, for the period July 1, 2019 to June 30, 2020, due to Nadav Elituv, the Chief Executive Officer of the Company.

 

During the nine months ended September 30, 2019, the Company issued 50,000,000 shares of common stock valued at $765,000 ($0.0153 per share) for stock based compensation due to Nadav Elituv, the Chief Executive Officer of the Company.

 

During the nine months ended September 30, 2019, the Company issued 1,523,824 shares of common stock valued at $9,448 ($0.0062 per share), to settle advances payable due to Nadav Elituv, the Chief Executive Officer of the Company.

 

During the nine months ended September 30, 2019, the Company issued 2,230,000 shares of common stock for $111,500 in cash.

 

Shares to be issued

 

As at September 30, 2019 and December 31, 2018, the Company had an obligation to issue 0 shares of common stock and 11,467,577 shares of common stock, respectively, for stock-based compensation –salaries (see Note 9).

 

2015 Stock Option Plan

 

On April 28, 2015, the Board of Directors of the Company approved of the Company’s 2015 Stock Option Plan (the “2015 Plan”) to attract and retain the best available personnel, to provide additional incentive to employees, directors and consultants, and to promote the success of the Company's business. Under the plan, a total of 1,000 shares of authorized common stock have been reserved for issuance pursuant to grants approved by the Board of Directors. The plan requires stock options to have a maximum term of ten years and may be subject to certain vesting requirements. Stock option are to be priced at no less than 70% of the market value of the Company's common stock on the option's grant date. If a grant to a person who own shares representing more than 10% of the voting power of all classes of shares of the Company, stock option are to be priced at no less than 100% of the market value of the Company's common stock on the option's grant date. No stock options have been granted since the inception of the 2015 Plan. During the years ended December 31, 2016 and 2015, awards for 433 shares of common stock were granted and on September 30, 2019 a total of 567 shares of common stock available for grant. At September 30, 2019, there were no outstanding stock awards.