Annual report pursuant to Section 13 and 15(d)

NOTE 7: EQUITY TRANSACTIONS

v3.7.0.1
NOTE 7: EQUITY TRANSACTIONS
12 Months Ended
Dec. 31, 2016
Stockholders' Equity Note [Abstract]  
Stockholders' Equity Note Disclosure [Text Block]
NOTE 7: EQUITY TRANSACTIONS

Common Stock 

2015

During the year ended December 31, 2015, the Company issued an aggregate of 18,196,153 common shares for services rendered valued at $3,037,735.

In February 2015, the Company issued a total of 1,270,325 shares upon the conversion of convertible debt of $50,000.

In June 2015, the Company issued a total of 550,000 shares to 802 Investments in connection with the issuance of a convertible note of $250,000. The relative fair value of the stock was determined to be $97,375 and was recognized as a discount to the debt.

On November 25, 2015, the Company issued 170,237 shares to Black Diamond Financial Series A note holder in connection with the modification of previously issued convertible notes (see Note 6). The fair value of the shares of $139,594 was recognized as a loss on debt extinguishment.

During 2015, 2,752 common shares were cancelled to correct for a rounding adjustment resulting from the reverse stock split.

2016

During the year ended December 31, 2016, the Company issued an aggregate of 17,628,492 common shares for services rendered valued at $7,140,115.

During the year ended December 31, 2016, the Company issued an aggregate of 3,491,937 common shares for debt modification and standstill fees valued at $1,658,679.

During the year ended December 31, 2016, the Company issued 1,785,714 common shares for accrued wages of $500,000 and additional compensation expense of $616,071.

During the year ended December 31, 2016, the Company issued an aggregate of 18,018,838 common shares to eight different note holders for conversion of $1,231,250 convertible debt principal and of $56,723 accrued interest.

Options

There were no common stock options issued and no unamortized options expense during the years ended and as of December 31, 2016 and 2015.

The following table presents the stock option activity during the years ended December 31, 2016 and 2015:

 
       
Weighted
 
 
       
Average
 
 
 
Options
   
Exercise Price
 
Outstanding - December 31, 2014
   
714,286
   
$
4.68
 
    Granted
   
-
     
-
 
    Forfeited/canceled
   
-
     
-
 
    Exercised
   
-
     
-
 
Outstanding - December 31, 2015
   
714,286
   
$
4.68
 
    Granted
   
-
     
-
 
    Forfeited/canceled/expired
   
28,573
     
8.40
 
    Exercised
   
-
     
-
 
Outstanding - December 31, 2016
   
685,713
   
$
4.52
 
 
               
Exercisable – December 31, 2015
   
714,286
   
$
4.68
 
Exercisable – December 31, 2016
   
685,713
   
$
4.52
 

The weighted average remaining life of the outstanding options as of December 31, 2016 and 2015 was 2.62 and 3.48 years and the intrinsic value of the exercisable options was $0 and $0, respectively.

Warrants

In November 2013, the Company issued a lender an aggregate of 310,863 common stock warrants in connection with a note payable. The warrants are exercisable immediately at $1.75 per share and expire on November 30, 2018. These warrants were accounted for as derivative liabilities under ASC 815 (see Note 6). The fair value of the warrants of $292,148 was recorded as a debt discount which is being amortized to interest expense over the life of the note. The fair value was determined using the Black-Scholes Option Pricing Model. The significant assumptions used in the model include (1) discount rate of 1.34%, (2) expected term of 5.01 years (3) expected volatility of 154% and (4) zero expected dividends.

During the year ended December 31, 2016 and 2015, the Company granted 424,535 and 2,360,457 warrants with convertible debt, respectively. These warrants are tainted under ASC 815. The fair value of these warrants associated with the notes was determined to be $187,359 and $1,855,368 as of December 2016 and 2015, respectively, of which $187,359 and $0 was recorded as a discount to the notes and $0 and $1,855,368 was expensed as a loss on derivative liabilities (see Note 6) during the years ended December 31, 2016 and 2015, respectively.

The following table presents the stock warrant activity during the years ended December 31, 2016 and 2015:

 
       
Weighted
 
 
       
Average
 
 
 
Warrants
   
Exercise Price
 
Outstanding - December 31, 2014
   
4,529,434
   
$
0.60
 
  Granted
   
2,360,457
     
0.11
 
  Exercised
   
-
     
-
 
Outstanding - December 31, 2015
   
6,889,891
     
0.43
 
  Granted
   
424,532
     
0.14
 
 Exercised
   
-
     
-
 
Outstanding – December 31, 2016
   
7,314,423
     
0.41
 
 
               
Exercisable – December 31, 2015
   
6,889,891
   
$
0.60
 
Exercisable – December 31, 2016
   
7,314,423
   
$
0.41
 

The weighted average remaining life of the outstanding warrants as of December 31, 2016 and 2015 was 3.12 and 4.05 years, respectively. The intrinsic value of the exercisable warrants as of December 31, 2015 and 2014 was $169,873 and $752,400, respectively.