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9. CAPITAL STRUCTURE
6 Months Ended
Jun. 30, 2018
Equity [Abstract]  
CAPITAL STRUCTURE

NOTE 9– CAPITAL STRUCTURE

 

The Company is authorized to issue 300,000,000 shares of Class A common stock with a par value of $.0001 per share and 20,000,000 shares of Class B stock with a par value of $.0001 per share.  Each Class A common stock share has one voting right and the right to dividends, if and when declared by the Board of Directors. Class B common stock does not vote.

 

Class A Common Stock

 

At June 30, 2018, there were 286,050,581 shares of class A common stock issued and outstanding.

 

During the three-months ended June 30, 2018, the Company: issued 650,000 shares of restricted class A common stock to 2 individuals through private placements for cash of $76,000 at average of $0.12 per share.

 

  • Issued 1,600,000 of unrestricted common stock to the holder of a convertible promissory note payable. The note had warrants attached to the note The Company negotiated a settlement with the lender to issue the 1,600,000 shares to the lender at an price of $0.13 per share.

 

  • Issued 250,000 shares of stock to each the President and Chief Financial Officer as required under Employment Agreements. The shares were issued at $.06 per share
  • Canceled 100,000 shares returned to the Company by shareholders at a value of $10 added to paid-in-capital.

 

Class B Stock 

 

At June 30, 2018 and 2017, there were 0 and 126,938 shares of class B stock issued and outstanding, respectively.

 

During the year ended December 31, 2017, the Company; exchanged 630,000 shares of class A common stock for 62,986 class B shares with a shareholder who held class B shares from the 2009 merger agreement between the Company and Dynalyst Manufacturing Corporation which set a conversion rate of 15 to 1. The Company negotiated the 630,000 shares when the class B shareholder elected to convert.

 

· Exchanged (on a one for one basis) 63,932 shares of class A common stock for 63,932 class B shares with shareholders who acquired the class B shares after the 2009 merger agreement between the Company and Dynalyst Manufacturing Corporation.

 

Stock options, warrants and other rights

 

At June 30, 2018, the Company has not adopted any employee stock option plans.

On February 3, 2017, the Company issued 6,000,000 warrants (4,000,000 at $0.35 for two years and 2,000,000 at $0.45 for three years) as part of a separation agreement with a co-founder and former president. The Company valued the warrants as of June 30, 2017, at $639,284 using the Black-Scholes Model with expected dividend rate of 0%, expected volatility rate of 455%, expected conversion term of two and three years and risk-free interest rate of 1.75%.

On November 30, 2017, the Company issued 1,000,000 warrants at $0.30 for three years as part of a settlement of a shareholder dispute with MTG Holdings, Inc. The Company valued the warrants as of December 31, 2017, at $95,846 using the Black-Scholes Model with expected dividend rate of 0%, expected volatility rate of 116%, expected conversion term of three years and risk-free interest rate of 1.37%.

On January 8, 2018, the Company issued 4,000,000 warrants to a director, which were provided in lieu of 3,000,000 shares that the director returned to the Company and were subsequently cancelled, at $0.10 per share which expire in three years.