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Preferred and Common Stock
3 Months Ended
Mar. 31, 2020
Notes  
Preferred and Common Stock

 

NOTE 4 - PREFERRED STOCK

 

On October 19, 2011, the Company filed Articles of Incorporation with the State of Utah so as to authorize 10,000,000 shares of preferred stock having a par value of $0.001 per share. No preferred shares are issued or outstanding at March 31, 2020.

 

NOTE 5 - COMMON STOCK

 

Stock Subscription Payable

 

At March 31, 2020 and December 31, 2019, the Company had $571,980 and $465,541, respectively, in stock subscriptions payable for which it is obligated to issue 2,287,920 and 1,862,164 shares of restricted common stock, respectively, pursuant to two separate subscription agreements.

 

July 2019 Subscription Agreement

In July 2019, the Company entered into a stock purchase agreement with a related party, significant shareholder and debt holder, under which the buyer may purchase up to $250,000 in shares of common stock at $0.25 per share.  The agreement expires on December 31, 2020.  The Company received $106,439 under this agreement during the three months ended March 31, 2020.  At the date of this report no stock has been issued against this agreement.  As of March 31, 2019, a total of 90,500 shares of common stock for $22,625 are available to be purchased under this agreement.

 

2018 Subscription Agreements

In October and December 2018, the Company entered into four stock purchase agreements under which the buyer may purchase up to $10,000, $15,000, $20,000, and $50,000, respectively, in shares of common stock at $0.25 per share.  During the three months ended March 31, 2019, the Company issued 40,000 shares of restricted common stock for $10,000 received during the year ended December 31, 2018 under these agreements. This agreement has expired with no additional shares available for purchase.

 

Common Stock Issued for Cash

 

During the three months ending March 31, 2019, the Company issued 200,000 shares of restricted common stock for $50,000 to an unrelated investor. 

 

Common Stock Issued to Officer

 

On February 14, 2018 the Company announced that the consulting agreement with the Chief Financial Officer (Mr. Merrell) was terminated effective December 31, 2017, and that a new agreement was entered into effective January 1, 2018 under which Mr. Merrell would receive 2,000,000 shares of restricted common stock, vesting at 500,000 shares per year, for his service.  The term of the agreement is for one year, which term automatically renews for one year extensions up to four years unless terminated by either party with 30 days written notice.  The Company issued all 2,000,000 shares to Mr. Merrell on August 20, 2018.  Any common shares not earned during the four year period are to be returned or cancelled.  A charge will be made each quarter as the shares are earned under the provisions of the agreement until such time as all shares have been earned.  A charge of $50,000 and $50,000 were recorded for the three months ended March 31, 2020 and 2019, respectively.

 

Common Stock Issued for Services

 

In September 2018, the Company issued 650,000 shares of stock to two consultants.  Of these shares, 150,000 were issued under a consulting contract for services rendered and vested upon issue and 500,000 shares of restricted stock were issued to a consultant for services rendered and to be rendered through June 1, 2019.  The common stock was valued at $639,000, of which $432,750 was expensed during the year ended December 31, 2018.  The remaining balance of $206,250 was expensed during the year ended December 31, 2019.