13. Stockholders' Equity

3 Months Ended

Mar. 31, 2019

Equity [Abstract]

Stockholders' Equity

13. STOCKHOLDERS’ EQUITY

Preferred Stock

The Company is authorized to issue 25,000,000 shares of preferred stock at a par value of $0.001. 800,000 shares of preferred stock were issued and outstanding as of March 31, 2019. No shares of preferred stock were issued and outstanding as of December 31, 2018. On February 22, 2019, the Company designated 2,000,000 shares of its preferred stock as 10% Series A Convertible preferred stock, par value $0.001 per share (“Series A Stock”). On each of February 27, 2019 and March 11, 2019, the Company received $400,000 from the sale of 400,000 shares of Series A Stock to an accredited investor in private offerings pursuant to Section 4(a)(2) and/or Rule 506(b) of Regulation D, as promulgated under the Securities Act, As an inducement to purchase the Series A Stock, each investor also received 2,000,000 restricted shares of the Company’s common stock.

As a result of the issuance of the Series A Stock we recorded a beneficial conversion feature and other discounts as a deemed dividend on our income statement of $644,205.

Common stock

The Company is authorized to issue 200,000,000 shares of common stock at a par value of $0.001 and had 144,830,713 and 138,553,655 shares of common stock issued and outstanding as of March 31, 2019, and December 31, 2018, respectively.

Common Stock Issued in Private Placements

During the three-month period ended March 31, 2019 and 2018, the Company issued -0- and 256,455 shares of common stock in private placements for proceeds of $-0- and $61,500, respectively.

Common Stock Issued in Connection with the Exercise of Warrants

During the three months ended March 31, 2019 no warrants were exercised.

During the three months ended March 31, 2018, the Company issued 256,455 shares of common stock for proceeds of $61,244 under a series of stock warrant exercises with a share price of $0.24 per share.

Common Stock Issued in Exchange for Consulting, Professional and Other Services

During the three months ended March 31, 2019, the Company did not issue any of its shares of common stock to employees, officers, and directors. The Company issued 1,377,338 shares of common stock with a fair value of $349,645 to consultants and other professionals in lieu of cash payments.

During the three months ended March 31, 2018, the Company issued 115,321 shares of common stock with a fair market value of $76,193 to employees, officers and directors in lieu of cash payment. Additionally, the Company issued 197,500 shares of common stock with a fair value of $138,375 to consultants and other professionals in lieu of cash payments for services provided to the Company.

Each share issuance made in exchange for services was valued based upon the trading price of the Company’s common stock, on the date the services were performed, on the OTC markets.

Common Stock Issued In lieu of Cash for Loans Payable and Other Accrued Obligations

During the three months ended March 31, 2019, the Company issued 99,720 shares of common stock with a fair market value of $26,940 to satisfy loans payable and other accrued obligations.

During the three months ended March 31, 2018, the Company issued 285,627 shares of common stock with a fair market value of $171,376 to satisfy loans payable and other accrued obligations.

Common Stock Issued in Connection with the Issuance of Convertible Debentures

During the three months ended March 31, 2019, the Company did not issue any shares to investors as an inducement to lend in connection with the issuance of its unsecured, convertible notes.

During the three months ended March 31, 2018, the Company issued 186,566 shares of common stock with a fair market value of $78,321 to investors as an inducement to lend in connection with the issuance of its unsecured, convertible notes. The fair value of the shares was recorded as interest expense in the Company’s consolidated financial statements. 

Common Stock issued in Connection with the Amendment of the Terms of a Promissory note

During each of the three months ended March 31, 2019 and March 31, 2018, we issued 800,000 shares valued at $480,000 and $220,000 respectively, in connection with the amendment to the $4.0 million TDA Sellers Note -see Note 12.

Stock Purchase Warrants

The stock purchase warrants have been accounted for as equity in accordance with FASB ASC 480, Accounting for Derivative Financial Instruments Indexed to, and potentially settled in, a company’s own stock, distinguishing liabilities from equity.

The following table reflects all outstanding and exercisable warrants at March 31, 2019, and December 31, 2018. All stock warrants are exercisable for a period between three and five years from the date of issuance.

	Number of Warrants Outstanding			Weighted Avg. Exercise Price		Weighted Avg. Contractual Life (Yrs.)
Balance January 1, 2017		7,608,154		$	0.26		0.75
Warrants issued		567,166		$	1.50		2.00
Less: Warrants exercised		(7,107,765	)	$	0.24
Warrants forfeited		(29,190	)	$	0.24
December 31, 2017		1,038,365		$	1.36		2.38
Warrants issued		–			–
Warrants exercised		(256,455	)		–
Balance 31, 2018		781,910		$	1.36		1.38
Warrants issued		–
Warrants forfeited		–
Warrants exercised		–
Balance March 31, 2019		781,910		$	1.36		1.13

Stock Options

The following table represents all outstanding and exercisable stock options as of March 31, 2019.

	Options issued		Options forfeited		Options outstanding		Vested options		Strike Price		Weighted Average Remaining Life In Years
		7,735,350		–		7,735,350		7,735,350	$	0.24	4.02
		9,695,250		417,000		9,278,250		9,278,250	$	0.36	0.20
		938,250		938,250		–		–	$	0.48	–
		13,135,500		3,544,500		9,591,000		9,591,000	$	0.72	1.00
		5,481,000		1,042,500		4,438,500		4,438,500	$	0.78	1.96
Total		36,985,350		5,942,250		31,043,100		31,043,100	$	0.50	1.65

The Company did not issue any stock options in 2018 or for three months ended March 31, 2019.

For the three months ended March 31, 2019, and 2018, the Company recorded $16,200 and $76,193, respectively in stock-based compensation expense related to these stock options.