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Note 11 - Subsequent Events
9 Months Ended
Sep. 30, 2019
Subsequent Events [Abstract]  
Subsequent Events [Text Block]

Note 11 – Subsequent Events


Issuance of Common Stock


In October and November 2019, the Company issued a total of 18,820,868 shares of common stock in eleven transactions in connection with the conversion of convertible notes payable. The conversions were made pursuant to the terms of the original agreements.


In October 2019, the Company issued 100,000 shares of common stock with a fair value of $2,000 to a service provider.


In October 2019, the Company issued 2,000,000 shares of common stock, subject to vesting conditions, to its Chief Executive Officer. This grant consisted of 1,000,000 shares for services as a member of the Board of Directors, and an additional 1,000,000 shares for services as an officer of the Company. The fair value of these shares was $60,000.


In October 2019, the Company issued 2,000,000 shares of common stock, subject to vesting conditions, to its President and Chief Operating Officer. This grant consisted of 1,000,000 shares for services as a member of the Board of Directors, and an additional 1,000,000 shares for services as an officer of the Company. The fair value of these shares was $60,000.


Appointment of Officers


On October 3, 2019 the Company announces the appointment of Ms. Julie R. Smith as a member of its Board of Directors and President & COO. Ms. Smith, age 54, is an experienced Senior Executive and Board Member who has held multiple leadership positions for both public and private entities.  Most recently she was President and CEO at HOMEWATCH CARE GIVERS, LLC (www.homewatchcaregivers.com), a $150 million per year franchise network operating in 7 countries which provides services within the healthcare continuum. Prior to that she held senior positions in the educational arena with stints at Lincoln Education Services (www.lincolnedu.com) and The Princeton Review (www.princetonreview.com). Julie attained her MBA in International Management from the Thunderbird School of Global Management and a BA in Business from the University of Denver, Daniels College of Business.  She resides in Denver, Colorado and will operate from the Company’s new Denver office and will be focused on the acquisition and integration of new operations. Ms. Smith will receive a salary of $250,000 per annum for services as President, and $5,000 per month for services as a board member. Ms. Smith will also receive, subject to vesting provisions, an initial grant of 1,000,000 shares of the Company’s restricted stock for services as a member of the Board of Directors, and an additional 1,000,000 shares for services as an officer of the Company. NOTE: Since Ms. Smith has moved into her officer role, the Board stipend has been discontinued in favor of her compensation as an officer.


On October 7, 2019 the Company announces the appointment of Mr. Lawrence Diamond to its Board of Directors, and as CEO to its senior management team. Mr. Diamond, age 56, was most recently CEO of Intelligere Inc., a supplier of interpretation and translation for 73 languages to health care providers. Prior to that role he was COO of PointRight, Inc., a leading healthcare analytics firm specializing in long-term and post-acute care using predictive analytics for skilled nursing, home health, Medicare & Medicaid payers, hospitals, and ACOs. While VP of Insignia Health he grew their business internationally and domestically providing population health engagement via their validated program (Patient Activation Measure, PAM) and SaaS-based population health-coaching. He led strategic planning and sales at American Telecare, an innovator of telemedicine enabled clinical services and medical devices that improve cost and quality. He was VP at Ubiquio Corporation, Inc., an innovator in mobile technology and services which was acquired by Mobile Planet, after an eight-year stint at UnitedHealth Group, where he was Vice President driving their Medicare Advantage, pharmacy products, health plan operations, and M&A. He began his career at Merrill Lynch in private client banking.  He earned his M.B.A. at the University of Minnesota, and his B.S., Business Administration, at the University of Richmond. Mr. Diamond will receive a salary of $250,000 per annum for services as Chief Executive Officer, and $5,000 per month for services as a board member. Mr. Diamond will also receive, subject to vesting provisions, an initial grant of 1,000,000 shares of the Company’s restricted stock for services as a member of the Board of Directors, and an additional 1,000,000 shares for services as an officer of the Company. NOTE: Since Mr. Diamond has moved into his officer role, the Board stipend has been discontinued in favor of his compensation as an officer.


Resignation of Officer


Effective October 8, 2019 Mr. Jim Crone has resigned all positions with the Company in order to pursue other opportunities. There were no disagreements with Mr. Crone.


In October 2019, the Company received funds of approximately $53,000 pursuant to Power Up Note 12. Power Up Note 12 is a convertible promissory note in the amount of $53,000. Power Up Note 12 bears interest at the rate of 12% per year and becomes convertible at any time following the 180th calendar day after the issue date at a price per share equal to 55% of the lowest trading price for the Company’s common stock for the twenty-five days prior to the conversion date.  The Power Up Note 12 is due August 15, 2020.