STOCKHOLDERS' EQUITY

12 Months Ended

Dec. 31, 2019

Stockholders' Equity Attributable to Parent [Abstract]

STOCKHOLDERS' EQUITY

10 STOCKHOLDERS' EQUITY

a. Common Stock

The Company has authorized 500,000,000 common shares with a par value of $0.0001 each. The Company has issued and outstanding 128,902,124 shares of common stock as of December 31, 2019 and 8,883,922 as of December 31, 2018, after giving effect to a 10 for 1 reverse stock split.

On November 1, 2019, the Company filed a Certificate of Change with the Secretary of State of the State of Nevada to effect a reverse split of Company's common stock at a ratio of 1-for-10 (the "Reverse Stock Split"), effective on November 1, 2019. As a result of the Reverse Stock Split, each ten (10) pre-split shares of common stock outstanding was automatically combined into one (1) new share of common stock without any further action on the part of the holders, and the number of outstanding shares common stock was reduced from 320,477,867 shares to 32,047,886 shares, after taking into account rounding up for fractional shares.

The following common shares were issued by the Company during the year ended December 31, 2019.

● In terms of various debt conversion notices received between January 16, 2019 and December 17, 2019, the Company issued an aggregate of 99,106,803 shares of common stock, and in terms of various debt exchange agreements entered into on November 18, 2019, the Company issued an aggregate of 17,641,713 shares of common stock, in settlement of $2,792,648 of convertible notes and $791,857 of loans payable, resulting in a net loss on conversion and exchange of $2,838,599.

● The Company did not repay a convertible note issued to Labrys Fund, LP prior to the maturity date, which resulted in the returnable commitment shares being retained by Labrys Fund, LP. The 82,572 shares of common stock was expensed as a commitment fee, valued at $165,254 on April 25, 2019.

● In terms of subscription agreements entered into with investors between August 5, 2019 and November 18, 2019, the Company issued 3,177,015 shares of common stock for gross proceeds of $200,400.

b. Preferred Stock

The Company has authorized 25,000,000 shares of preferred stock with a par value of $0.0001 authorized, no preferred stock is issued and outstanding as of December 31, 2019 and 2018.

c. Warrants

A summary of warrant activity during the period January 1, 2018 to December 31, 2019 is as follows:

	Shares Underlying Warrants*		Exercise price per share*		Weighted average exercise price*
Outstanding January 1, 2018		852,775	$	2.00 to 6.25	$	5.10
Granted		-		-		-
Forfeited/Cancelled		-		-		-
Exercised		-		-		-
Outstanding December 31, 2018		852,775	$	2.00 to 6.25	$	5.10
Granted		-		-		-
Forfeited/Cancelled		-		-		-
Exercised		-		-		-
Outstanding December 31, 2019		852,775	$	2.00 to 6.25	$	5.10

* Adjusted for 10 for 1 reverse stock split effective November 1, 2019.

The warrants outstanding and exercisable at December 31, 2019 are as follows:

		Warrants Outstanding						Warrants Exercisable
Exercise Price*		Number Outstanding*		Weighted Average Remaining Contractual life in years		Weighted Average Exercise Price*		Number Exercisable*		Weighted Average Exercise Price*		Weighted Average Remaining Contractual life in years
$	6.25		621,920		0.75				621,920
$	2.00		230,855		0.50				230,855
			852,775		0.68	$	5.10		852,775	$	5.10		0.68

 * Adjusted for 10 for 1 reverse stock split effective November 1, 2019.

The warrants outstanding have an intrinsic value of $0 and $0 as of December 31, 2019 and 2018, respectively.

d. Stock options

On June 18, 2018, the Company established its 2018 Stock Incentive Plan. The purpose of the plan is to promote the interests of the Company and the stockholders of the Company by providing directors, officers, employees and consultants of the Company with appropriate incentives and rewards to encourage them to enter into and continue in the employ or service of the Company, to acquire a proprietary interest in the long-term success of the Company and to reward the performance of individuals in fulfilling long-term corporate objectives. The plan terminates after a period of ten years in June 2028.

The Plan is administered by the Board of Directors or a Committee appointed by the Board of Directors who have the authority to administer the Plan and to exercise all the powers and authorities either specifically granted to it under the Plan.

The maximum number of securities available under the plan is 8,000,000 shares of common stock. The maximum number of shares of common stock awarded to any individual during any fiscal year may not exceed 1,000,000 shares of common stock.

No options or restricted shares were granted for the year ended December 31, 2019. 

On June 29, 2018, the Company granted a director 120,000 shares of restricted common stock in terms of the Stock Incentive Plan. These shares were valued at $49,200 on the date of grant and were vested immediately.

On December 27, 2018, the Company granted a director 70,000 shares of restricted common stock in terms of the stock incentive plan. These shares were valued at $2,975 on the granted date and vested immediately.

On December 27, 2018, the Company granted ten year options to purchase an aggregate of 2,000,000 shares of common stock at an exercise price of $0.04 per share, valued at $79,606, to the executive officers of the Company.

On November 1, 2019m, the 100,000 stock options issued to Gaston Pereira expired as they were not exercised within three months of his resignation.

The fair value of the options issued were valued using a Black Scholes option pricing model using the following assumptions:

	Year ended December 31, 2018
Calculated stock price	$	0.04
Risk-free interest rate		2.77	%
Expected life of warrants (in years)		10
Expected volatility of the underlying stock		174.91	%
Expected dividend rate		0	%

The volatility of the common stock is estimated using historical data of the Company. The risk-free interest rate used in the Black-Scholes pricing model is determined by reference to historical U.S. Treasury constant maturity rates with maturities approximate to the life of the options granted. An expected dividend yield of zero is used in the valuation model, because the Company does not expect to pay any cash dividends in the foreseeable future. As of December 31, 2018, the Company does not anticipate any of the options will be forfeited in performing the valuation of the options.

A summary of option activity during the period January 1, 2018 to December 31, 2019 is as follows:

	Shares Underlying options*			Exercise price per share*		Weighted average exercise price*
Outstanding January 1, 2018		200,000		$	0,40	$	0,40
Granted		-			-		-
Forfeited/Cancelled		-			-		-
Exercised		-			-		-
Outstanding December 31, 2018		200,000			0.40		0.40
Granted		-			-		-
Forfeited/Cancelled		(100,000	)		-		-
Exercised		-			-		-
Outstanding December 31, 2019		100,000		$	0.40	$	0.40

* Adjusted for 10 for 1 reverse stock split effective November 1, 2019.

The options outstanding and exercisable at December 31, 2019 are as follows:

		Options Outstanding						Options Exercisable
Exercise Price*		Number Outstanding*		Weighted Average Remaining Contractual life in years		Weighted Average Exercise Price*		Number Exercisable		Weighted Average Exercise Price*		Weighted Average Remaining Contractual life in years
	0.40		100,000		9.00	$	0.40		100,000	$	0.4		9.00

* Adjusted for 10 for 1 reverse stock split effective November 1, 2019.

The options outstanding have an intrinsic value of $0 and $0 as of December 31, 2019 and 2018, respectively.