Note 10. Common Stock	9 Months Ended
Sep. 30, 2016
Notes
Note 10. Common Stock	Note 10. Common Stock In October 2012, the Company issued 300,000 shares of common stock and granted 150,000 stock warrants to Strategic Asset Management, Inc., to extend the period through December 2015 of services performed in connection with a December 2010 Financial Public Relations Agreement. To reflect the entire value of the stock and warrants issued, the Company recorded a non-cash charge to earnings of $421,300 ratably from 2013 to 2015. For the nine months ended September 30, 2016 and 2015, the charge to earnings was approximately $-0- and $125,200, respectively. For the three months both ended September 30, 2016 and 2015, the charge to earnings was $-0-. In September 2014, the Company executed a Financial Public Relations Agreement with Dynasty Wealth, Inc., for a one year term. For its services, the Company issued Dynasty Wealth 350,000 warrants to purchase the Company's unregistered common stock at an exercise price of $1.50 per share, and $10,000 per month, to be paid in either cash or shares of the Company’s unregistered common stock at the Company’s discretion. To reflect the entire value of the warrants issued, the Company recorded a non-cash charge to earnings of $460,700 ratably through September 14, 2015, the ending date of the agreement. For the nine months ended September 30, 2016 and 2015 the charge to earnings for the entire agreement was approximately $-0- and $411,300, respectively, of which the non-cash portion of the agreement was approximately $-0- and $326,300, respectively. For the three months ended September 30, 2016 and 2015 the charge to earnings for the entire agreement was approximately $-0- and $121,000, respectively, of which the non-cash portion of the agreement was approximately $-0- and $96,000, respectively. In the third quarter of 2015, the Company notified Dynasty that it was not renewing its contract. In November 2014, the Company executed a Public Relations Agreement with Global IR Group, Inc., for a one year term. For its services, the Company issued Global IR 100,000 shares of the Company’s unregistered common stock. To reflect the entire value of the stock issued, the Company was recording a non-cash charge to earnings of $165,000 ratably through November 2015, the original ending date of the agreement. For the nine months ended September 30, 2016 and 2015, the charge to earnings was approximately $-0- and $146,200, respectively. For the three months both ended September 30, 2016 and 2015, the charge to earnings was $-0-. In the third quarter of 2015, the Company notified Global IR that it was not renewing its contract. In July 2015, the Company executed a Public Relations Agreement with Financial Genetics, LLC, for a one year term. For its services, the Company issued Financial Genetics 100,000 shares of the Company’s unregistered common stock. To reflect the entire value of the Agreement, the Company is recording a non-cash charge to earnings of $100,000 ratably through July 2016, the ending date of the agreement. For the nine months ended September 30, 2016 and 2015, the charge to earnings was $54,200 and $20,800, respectively. For the three months ended September 30, 2016 and 2015, the charge to earnings was $4,200 and $20,800, respectively. In March 2016, the Company entered into an initial one (1) year agreement with Arrowroot Partners, LLC (“Arrowroot”), to assist in obtaining equity or debt financing for the Company. The Company issued 15,460 shares of its unregistered common stock, valued at $15,000, to Arrowroot as a non-refundable restricted equity share retainer fee, which can be applied toward future financing fees in connection with any placements. A cash fee of 8% of the gross proceeds and a warrant fee of 8% of the number of shares placed, in addition to preapproved expenses, will be paid to Arrowroot for its services if they are successful in obtaining debt or equity financing. In late March 2016, the Company executed a two week preliminary public relations agreement with M & T Business Consultants, Inc., (“M&T”). For the services rendered the Company issued M&T 50,000 shares of the Company’s unregistered common stock. To reflect the entire value of the Agreement, the Company is recording a non-cash charge to earnings of $43,000 ratably between March and April 2016, the ending date of the agreement. For the nine months ended September 30, 2016 and 2015, the charge to earnings was $43,000 and $-0-, respectively. For the three months both ended September 30, 2016 and 2015, the charge to earnings was $-0-. In March 2016, the Company issued a total of 4,652 shares of unregistered common stock, valued at a total of $4,000, to four independent directors in lieu of cash owed for a board meeting attended. To reflect the value of the stock issued, the Company recorded a charge to earnings totaling $4,000 in the first quarter of 2016. In April 2016, we entered into a share purchase agreement with Woodrow Young, pursuant to which we sold 100,000 shares of our common stock (the “Shares”) to Mr. Young for a total of $100,000, or a purchase price of $1.00 per share, and 50,000 warrants to purchase stock for $1.50 per share, to provide operating capital. All the shares issued were restricted and have limited “piggy-back” registration rights in connection with certain registration statement filings of the Company under the Securities Act of 1933 as amended (the “Securities Act”). The transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(2) as a transaction by an issuer not involving a public offering. Additional information about this agreement is available as Exhibit 10.24 in the Form S-1 filed on July 25, 2016. In June 2016, the Company executed a four month financial and investor relations agreement with Triumph Investor Relations, Inc., (“Triumph”). For the services rendered the Company issued Triumph 75,000 shares of the Company’s unregistered common stock. To reflect the entire value of the Agreement, the Company is recording a non-cash charge to earnings of $72,750 ratably between June and September 2016, the ending date of the agreement. For the nine months ended September 30, 2016 and 2015, the charge to earnings was $72,750 and $-0-, respectively. For the three months ended September 30, 2016 and 2015, the charge to earnings was $54,563 and $-0-, respectively. In late June 2016, the Company executed a three month public relations agreement with M & T Business Consultants, Inc., (“M&T”). For the services rendered the Company issued M&T 325,000 shares of the Company’s unregistered common stock, and $91,667 per month, to be paid in either cash or shares of the Company’s unregistered common stock, with the type of payment to be agreed upon between M&T and the Company. To reflect the entire value of the Agreement, the Company recorded a charge to earnings of $567,500 ratably between June and September 2016, the ending date of the agreement, with the non-cash portion of the agreement valued at $292,500. For the nine months ended September 30, 2016 and 2015 the charge to earnings for the entire agreement was $567,500 and $-0-, respectively, of which the non-cash portion of the agreement was $292,500 and $-0-, respectively. For the three months ended September 30, 2016 and 2015 the charge to earnings for the entire agreement was $548,795 and $-0-, respectively, of which the non-cash portion of the agreement was $282,962 and $-0-, respectively. In July 2016, the Company issued a total of 3,192 shares of unregistered common stock, valued at a total of $3,000, to three independent directors in lieu of cash owed for a board meeting attended. To reflect the value of the stock issued, the Company recorded a charge to earnings totaling $3,000 in the third quarter of 2016. On July 25, 2016, the Company filed an S-1 Registration Statement with the Securities and Exchange Commission, and on October 24, 2016 the Company filed Amendment No. 1 to the Form S-1. See Note 3 Notes Payable for further details on the Form S-1 Registration Statement and amendments filed subsequent to and in conjunction with the convertible debt agreement with JMJ Financial executed in June 2016. During the third quarter of 2016, JMJ Financial converted $46,785 of debt the Company owed from their January 2016 convertible debt agreement with the Company and was issued a total of 155,000 registered shares of stock. See Note 3 Notes Payable for further details of this agreement. In August 2016, the Company executed a twelve month financial, investor and public relations consulting agreement with Wilson Nixon (“Nixon”). For the services rendered the Company issued Nixon 200,000 shares of the Company’s unregistered common stock. To reflect the entire value of the Agreement, the Company is recording a non-cash charge to earnings of $150,000 ratably between August 2016 and July 2017, the ending date of the agreement. For both the nine months and three months ended September 30, 2016 and 2015, the charge to earnings was $25,000 and $-0-, respectively. In late September 2016, the Company executed a three month consulting and service agreement with Peter Schultz (“Schultz”). For the services rendered the Company issued Schultz 30,000 shares of the Company’s unregistered common stock. To reflect the entire value of the Agreement, the Company is recording a non-cash charge to earnings of $8,700 ratably between September and December 2016, the ending date of the agreement. For both the nine months and three months ended September 30, 2016 and 2015, the charge to earnings was $1,000 and $-0-, respectively. In all of the issuances contained in this Note 10, the value of stock issued was determined based on the trading price of the shares on the commitment date of the agreement and any warrants issued were valued using the Black Scholes valuation model as of the commitment date – for more details see Note 11 Stock Options.

Note 10. Common Stock

9 Months Ended

Sep. 30, 2016

Note 10. Common Stock

In October 2012, the Company issued 300,000 shares of common stock and granted 150,000 stock warrants to Strategic Asset Management, Inc., to extend the period through December 2015 of services performed in connection with a December 2010 Financial Public Relations Agreement. To reflect the entire value of the stock and warrants issued, the Company recorded a non-cash charge to earnings of $421,300 ratably from 2013 to 2015. For the nine months ended September 30, 2016 and 2015, the charge to earnings was approximately $-0- and $125,200, respectively. For the three months both ended September 30, 2016 and 2015, the charge to earnings was $-0-.

In September 2014, the Company executed a Financial Public Relations Agreement with Dynasty Wealth, Inc., for a one year term. For its services, the Company issued Dynasty Wealth 350,000 warrants to purchase the Company's unregistered common stock at an exercise price of $1.50 per share, and $10,000 per month, to be paid in either cash or shares of the Company’s unregistered common stock at the Company’s discretion. To reflect the entire value of the warrants issued, the Company recorded a non-cash charge to earnings of $460,700 ratably through September 14, 2015, the ending date of the agreement. For the nine months ended September 30, 2016 and 2015 the charge to earnings for the entire agreement was approximately $-0- and $411,300, respectively, of which the non-cash portion of the agreement was approximately $-0- and $326,300, respectively. For the three months ended September 30, 2016 and 2015 the charge to earnings for the entire agreement was approximately $-0- and $121,000, respectively, of which the non-cash portion of the agreement was approximately $-0- and $96,000, respectively. In the third quarter of 2015, the Company notified Dynasty that it was not renewing its contract.

In November 2014, the Company executed a Public Relations Agreement with Global IR Group, Inc., for a one year term. For its services, the Company issued Global IR 100,000 shares of the Company’s unregistered common stock. To reflect the entire value of the stock issued, the Company was recording a non-cash charge to earnings of $165,000 ratably through November 2015, the original ending date of the agreement. For the nine months ended September 30, 2016 and 2015, the charge to earnings was approximately $-0- and $146,200, respectively. For the three months both ended September 30, 2016 and 2015, the charge to earnings was $-0-. In the third quarter of 2015, the Company notified Global IR that it was not renewing its contract.

In July 2015, the Company executed a Public Relations Agreement with Financial Genetics, LLC, for a one year term. For its services, the Company issued Financial Genetics 100,000 shares of the Company’s unregistered common stock. To reflect the entire value of the Agreement, the Company is recording a non-cash charge to earnings of $100,000 ratably through July 2016, the ending date of the agreement. For the nine months ended September 30, 2016 and 2015, the charge to earnings was $54,200 and $20,800, respectively. For the three months ended September 30, 2016 and 2015, the charge to earnings was $4,200 and $20,800, respectively.

In March 2016, the Company entered into an initial one (1) year agreement with Arrowroot Partners, LLC (“Arrowroot”), to assist in obtaining equity or debt financing for the Company. The Company issued 15,460 shares of its unregistered common stock, valued at $15,000, to Arrowroot as a non-refundable restricted equity share retainer fee, which can be applied toward future financing fees in connection with any placements. A cash fee of 8% of the gross proceeds and a warrant fee of 8% of the number of shares placed, in addition to preapproved expenses, will be paid to Arrowroot for its services if they are successful in obtaining debt or equity financing.

In late March 2016, the Company executed a two week preliminary public relations agreement with M & T Business Consultants, Inc., (“M&T”). For the services rendered the Company issued M&T 50,000 shares of the Company’s unregistered common stock. To reflect the entire value of the Agreement, the Company is recording a non-cash charge to earnings of $43,000 ratably between March and April 2016, the ending date of the agreement. For the nine months ended September 30, 2016 and 2015, the charge to earnings was $43,000 and $-0-, respectively. For the three months both ended September 30, 2016 and 2015, the charge to earnings was $-0-.

In March 2016, the Company issued a total of 4,652 shares of unregistered common stock, valued at a total of $4,000, to four independent directors in lieu of cash owed for a board meeting attended. To reflect the value of the stock issued, the Company recorded a charge to earnings totaling $4,000 in the first quarter of 2016.

In April 2016, we entered into a share purchase agreement with Woodrow Young, pursuant to which we sold 100,000 shares of our common stock (the “Shares”) to Mr. Young for a total of $100,000, or a purchase price of $1.00 per share, and 50,000 warrants to purchase stock for $1.50 per share, to provide operating capital. All the shares issued were restricted and have limited “piggy-back” registration rights in connection with certain registration statement filings of the Company under the Securities Act of 1933 as amended (the “Securities Act”). The transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(2) as a transaction by an issuer not involving a public offering. Additional information about this agreement is available as Exhibit 10.24 in the Form S-1 filed on July 25, 2016.

In June 2016, the Company executed a four month financial and investor relations agreement with Triumph Investor Relations, Inc., (“Triumph”). For the services rendered the Company issued Triumph 75,000 shares of the Company’s unregistered common stock. To reflect the entire value of the Agreement, the Company is recording a non-cash charge to earnings of $72,750 ratably between June and September 2016, the ending date of the agreement. For the nine months ended September 30, 2016 and 2015, the charge to earnings was $72,750 and $-0-, respectively. For the three months ended September 30, 2016 and 2015, the charge to earnings was $54,563 and $-0-, respectively.

In late June 2016, the Company executed a three month public relations agreement with M & T Business Consultants, Inc., (“M&T”). For the services rendered the Company issued M&T 325,000 shares of the Company’s unregistered common stock, and $91,667 per month, to be paid in either cash or shares of the Company’s unregistered common stock, with the type of payment to be agreed upon between M&T and the Company. To reflect the entire value of the Agreement, the Company recorded a charge to earnings of $567,500 ratably between June and September 2016, the ending date of the agreement, with the non-cash portion of the agreement valued at $292,500. For the nine months ended September 30, 2016 and 2015 the charge to earnings for the entire agreement was $567,500 and $-0-, respectively, of which the non-cash portion of the agreement was $292,500 and $-0-, respectively. For the three months ended September 30, 2016 and 2015 the charge to earnings for the entire agreement was $548,795 and $-0-, respectively, of which the non-cash portion of the agreement was $282,962 and $-0-, respectively.

In July 2016, the Company issued a total of 3,192 shares of unregistered common stock, valued at a total of $3,000, to three independent directors in lieu of cash owed for a board meeting attended. To reflect the value of the stock issued, the Company recorded a charge to earnings totaling $3,000 in the third quarter of 2016.

On July 25, 2016, the Company filed an S-1 Registration Statement with the Securities and Exchange Commission, and on October 24, 2016 the Company filed Amendment No. 1 to the Form S-1. See Note 3 Notes Payable for further details on the Form S-1 Registration Statement and amendments filed subsequent to and in conjunction with the convertible debt agreement with JMJ Financial executed in June 2016.

During the third quarter of 2016, JMJ Financial converted $46,785 of debt the Company owed from their January 2016 convertible debt agreement with the Company and was issued a total of 155,000 registered shares of stock. See Note 3 Notes Payable for further details of this agreement.

In August 2016, the Company executed a twelve month financial, investor and public relations consulting agreement with Wilson Nixon (“Nixon”). For the services rendered the Company issued Nixon 200,000 shares of the Company’s unregistered common stock. To reflect the entire value of the Agreement, the Company is recording a non-cash charge to earnings of $150,000 ratably between August 2016 and July 2017, the ending date of the agreement. For both the nine months and three months ended September 30, 2016 and 2015, the charge to earnings was $25,000 and $-0-, respectively.

In late September 2016, the Company executed a three month consulting and service agreement with Peter Schultz (“Schultz”). For the services rendered the Company issued Schultz 30,000 shares of the Company’s unregistered common stock. To reflect the entire value of the Agreement, the Company is recording a non-cash charge to earnings of $8,700 ratably between September and December 2016, the ending date of the agreement. For both the nine months and three months ended September 30, 2016 and 2015, the charge to earnings was $1,000 and $-0-, respectively.

In all of the issuances contained in this Note 10, the value of stock issued was determined based on the trading price of the shares on the commitment date of the agreement and any warrants issued were valued using the Black Scholes valuation model as of the commitment date – for more details see Note 11 Stock Options.

- Definition

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

+ References + Details