Stockholders' Equity

3 Months Ended

Mar. 31, 2019

Equity [Abstract]

Stockholders' Deficit

NOTE 9 – STOCKHOLDERS’ EQUITY

PREFERRED STOCK

Series A

As of March 31, 2019, there were 1,000,000 Series A preferred shares designated and 0 Series A preferred shares outstanding. The board of directors of the Company (the “Board”) had previously set the voting rights for the preferred stock at 1 share of preferred to 250 common shares.

Series B

As of March 31, 2019, there was 1 preferred share designated and 0 preferred shares outstanding.

Series C

As of March 31, 2019, there were 15,000,000 Series C preferred share authorized and 4,828,530 Series C preferred share outstanding. It has preferential rights above common shares and the Series B preferred shares and is entitled to receive a quarterly dividend at a rate of $0.06 per share per annum. As part of a debt settlement agreement effective December 30, 2017, 1,685,000 shares were issued with the quarterly dividend at a rate of $0.06 per share per annum were waived for a period of 24 months, with no dividends being accrued or paid. Each Series C preferred share outstanding is convertible into one (1) share of common stock of Quest Solution, Inc.

COMMON STOCK

On January 10, 2019, the Company issued an aggregate of 623 shares of common stock to four individuals as part of the Company’s Employee Stock Purchase Program for proceeds of $324.

On February 19, 2019, the Company issued an aggregate of 457 shares of common stock to certain individuals as part of the Company’s Employee Stock Purchase Program for proceeds of $233.

On March 31, 2019, the Company issued an aggregate of 707 shares of common stock to certain individuals as part of the Company’s Employee Stock Purchase Program for proceeds of $252.

As of March 31, 2019, the Company had 71,426,401 common shares outstanding.

Warrants and Stock Options

On March 8, 2018, the Company adopted the Plan as an incentive, to retain in the employ of and as directors, officers, consultants, advisors and employees to the Company. On October 31, 2018, the Board amended the Plan to increase the amount of shares authorized for issuance thereunder from ten million (10,000,000) to sixteen million (16,000,000) shares of the Corporation’s common stock, par value $0.001 (the “Shares”). On January 23, 2019, the Company’s shareholders adopted and ratified the Plan.

Warrants - The following table summarizes information about warrants granted during the three month periods ended March 31, 2019 and 2018:

	March 31, 2019				March 31, 2018
	Number of warrants		Weighted Average Exercise Price		Number of warrants			Weighted Average Exercise Price
Balance, beginning of period		5,500,000	$	0.23		5,905,000		$	0.21
Warrants granted		-		-		-			-
Warrants expired		-		-		(300,000	)		1.00
Warrants cancelled, forfeited		-		-		-			-
Warrants exercised		-		-		-			-
Balance, end of period		5,500,000	$	0.23		5,605,000		$	0.21
Exercisable warrants		5,500,000	$	0.23		4,885,000		$	0.23

Outstanding warrants as of March 31, 2019 are as follows:

Range of Exercise Prices		Weighted Average residual life span  (in years)		Outstanding Warrants		Weighted Average Exercise Price		Exercisable Warrants		Weighted Average Exercise Price
$	0.11		2.34		1,500,000	$	0.11		1,500,000	$	0.11
$	0.20		1.92		3,000,000		0.20		3,000,000		0.20
$	0.28		1.25		200,000	$	0.28		200,000	$	0.28
$	0.50		2.50		500,000		0.50		500,000		0.50
$	0.60		1.51		300,000	$	0.60		300,000	$	0.60
$	0.11 to 0.60		1.92		5,500,000	$	0.23		5,500,000	$	0.25

Warrants outstanding at March 31, 2019 and 2018 have the following expiry date and exercise prices:

Expiry Date	Exercise Prices		March 31, 2019		March 31, 2018
October 10, 2020	$	0.60		300,000		-
December 30, 2020	$	0.20		3,000,000		3,000,000
June 26, 2020	$	0.28		200,000		-
August 2, 2021	$	0.11		1,500,000		1,500,000
October 10, 2021	$	0.50		500,000		-
				5,500,000		4,500,000

2014 Stock Option Plan

On November 17, 2014, the Board adopted a stock option plan (the “2014 Plan”) whereby the Board may grant to directors, officers, employees, or consultants of the Company options to acquire common shares. The Board has the authority to determine the terms, limits, restrictions and conditions of the grant of options, to interpret the plan and make all decisions relating thereto. The 2014 Plan was adopted in order to provide an inducement and serve as a long term incentive program. The maximum number of common shares that may be reserved for issuance was set at ten million (10,000,000).

The option exercise price is established by the Board and may not be lower than the market price of the common shares at the time of grant. The options may be exercised during the option period determined by the Board, which may vary, but will not exceed ten years from the date of the grant. There are 10,000,000 of the Company’s common shares which may be issued pursuant to the exercise of share options granted under the 2014 Plan. As at March 31, 2019, the Company had issued options, allowing for the subscription of 20,121,000 shares of its common stock.

Stock Options - The following table summarizes information about stock options granted during the three months ended March 31, 2019 and 2018:

	March 31, 2019				March 31, 2018
	Number of stock options		Weighted Average Exercise Price		Number of stock options		Weighted Average Exercise Price
Balance, beginning of period		20,121,000	$	0.24		9,625,000	$	0.21
Stock options granted		-		-		6,800,000		0.12
Stock options expired		-		-		72,000		0.37
Stock options cancelled, forfeited		-		-		-		-
Stock options exercised		-		-		-		-
Balance, end of period		20,121,000	$	0.24		16,353,000	$	0.17
Exercisable stock options		15,841,000	$	0.24		10,167,666	$	0.20

For the three months ended March 31, 2019, the Company granted a total of 0 stock options.

Outstanding stock options as of March 31, 2019 are as follows:

Range of Exercise Prices		Weighted Average residual life span  (in years)		Outstanding Stock Options		Weighted Average Exercise Price		Exercisable Stock Options		Weighted  Average Exercise Price
$	0.075 to 0.09		2.88		2,281,000	$	0.09		2,281,000	$	0.08
$	0.11		2.34		3,500,000	$	0.11		3,500,000	$	0.11
$	0.12		3.93		6,800,000	$	0.12		5,950,000	$	0.12
$	0.22		4.59		2,165,000	$	0.22		541,250	$	0.22
$	0.27		4.67		2,875,000	$	0.27		1,068,750	$	0.27
$	0.50		5.64		2,500,000	$	0.50		2,500,000	$	0.50
$	0.075 to 0.50		3.36		20,121,000	$	0.24		15,841,000	$	0.24

Stock options outstanding at March 31, 2019, and 2018 have the following expiration date and exercise prices:

Expiration Date	Exercise Prices		March 31, 2019		March 31, 2018
August 2, 2021	$	0.11		3,500,000		3,500,000
February 17, 2022	$	0.075		760,333		760,333
February 17, 2022	$	0.09		1,520,667		1,520,667
March 5, 2023	$	0.12		6,800,000		6,800,000
October 31, 2023	$	0.22		2,165,000		-
November 30, 2023	$	0.27		2,875,000		-
November 20, 2024	$	0.25		2,500,000		-
				20,121,000		12,581,000

Stock compensation expense is $322,954 for the three months ended March 31, 2019 and $685,156 for the three months ended March 31, 2018.