Quarterly report pursuant to Section 13 or 15(d)

Note 10 - Stockholders' equity

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Note 10 - Stockholders' equity
6 Months Ended
Jun. 30, 2015
Stockholders' Equity Note [Abstract]  
Stockholders' Equity Note Disclosure [Text Block]
Note 10 – Stockholders’ equity

On January 1, 2014, there were 37,274,292 common shares issued and outstanding, 2,855,979 common shares owed but not issued, and no preferred shares issued.  As of June 30, 2015, all of the shares owed but not issued have been issued to their respective parties.

On February 3, 2014, the Company authorized and recognized the expense for 325,000 shares of common stock, valued at $130,000 to an outside consultant pursuant to an agreement with the consultant.  These shares were owed but not issued as of June 30, 2015.

On February 3, 2014, the Company authorized and recognized the expense for 98,039 shares of common stock, valued at $50,000 to an outside consultant pursuant to an agreement with the consultant.  These shares were issued in May 2014.

On March 31, 2014, the Company authorized and recognized the expense for the issuance of 104,000 shares of common stock, valued at $53,040 to its Interim CFO pursuant to the terms of her consulting agreement.  These shares were issued in May 2014.

On March 31, 2014, the Company authorized and recognized the expense for the issuance of 150,000 shares of common stock, valued at $76,500 to its CEO pursuant to the terms of his employment agreement.  These shares were issued in May 2014.

On May 20, 2014, the Company authorized, issued and recognized the expense for 60,000 shares of common stock, valued at $30,600 to a board member.

On June 18, 2014, the Company authorized 200,000 shares of common stock to its interim CFO per the terms of her new employment contract (See Note 15).  The associated expense recognized during the second quarter of 2014 was $96,020.  These shares were issued in the second quarter of 2014.

On June 30, 2014, the Company authorized and recognized the expense for the issuance of 105,000 shares of common stock, valued at $49,350 to its interim CFO per her new employment contract (See Note 15).  These shares were issued in the third quarter of 2014.

On August 1, 2014 the Company authorized and recognized the expense for the issuance of 9,375 shares of common stock, valued at $4,125 to an employee.  These shares were issued in the fourth quarter of 2014.

On September 8, 2014 the Company authorized and recognized the expense for the issuance of 26,230 shares of common stock, valued at $16,000 to a consultant.  These shares were issued in the fourth quarter of 2014.

On September 30, 2014, the Company authorized and recognized the expense for the issuance of 105,000 shares of common stock, valued at $58,800 to its interim CFO per her new employment contract (See Note 15).  These shares were issued in the fourth quarter of 2014.

On October 8, 2014 the Company authorized and recognized the expense for the issuance of 26,667 shares of common stock, valued at $16,000 to a consultant.  These shares were issued in the fourth quarter of 2014.

On November 8, 2014 the Company authorized and recognized the expense for the issuance of 36,774 shares of common stock, valued at $16,000 to a consultant.  These shares were issued in the fourth quarter of 2014.

On November 13, 2014 the Company authorized and recognized the expense for the issuance of 12,000 shares of common stock, valued at $5,100 to an employee.  These shares were issued in the fourth quarter of 2014.

During the fourth quarter of 2014, by request from debenture owners that their debentures be converted, the Company issued 350,000 shares pursuant to the terms of the debenture agreements.  The shares valued at $175,000 were issued as of December 31, 2014.  In addition, 7,507 shares valued at $3,754 were issued for accrued interest through the date of conversion.

On December 31, 2014, the Company authorized 335,000 shares of its common stock to six non-employee directors for director fees.  The services were valued at $157,192.  These shares were owed but not issued as of December 31, 2014 and were subsequently issued in February 2015.

On December 31, 2014, the Company authorized 200,000 shares of its common stock to its CEO as a bonus for services performed for the Corporation.  These shares were valued at $94,000.  These shares were owed but not issued as of December 31, 2014 and were subsequently issued in February 2015.

On December 31, 2014, the Company authorized and recognized the expense for the issuance of 105,000 shares of common stock, valued at $49,350 to its Interim CFO pursuant to the terms of her consulting agreement.  These shares were owed but not issued as of December 31, 2014 and were subsequently issued in February 2015.

Effective December 31, 2014, 162,859 shares of common stock became issuable to members of the Company’s executive and sales teams for their efforts during the fiscal year. The expense associated with these grants totaled $76,544.  These shares were owed but not issued as of December, 31, 2014 and were subsequently issued in February 2015.

During the year ended December 31, 2014, the Company corrected an error in a warrant exercise by decreasing 5,000 shares that were unissued.

As of December 31, 2014, there were 41,416,113 common shares issued and outstanding, 1,127,859 common shares owed but not issued, and no preferred shares issued.

During the first quarter of 2015, the Company issued 802,859 shares which were previously owed but not issued.

During the first half of 2015, the Company authorized 360,000 shares, valued at $134,400 for services.  210,000 shares were authorized in accordance with the interim CFO agreement and 150,000 were authorized for a consultant.  105,000 shares were issued to the interim CFO in April 2015 and as of June 30, 2015, the consultant shares and 105,000 CFO shares have not been issued.

The Company authorized 115,000 upon the exercise of warrants and received $28,750 cash.  90,000 shares were issued in January 2015 and the remaining 25,000 shares are owed as of June 30, 2015.

On March 10, 2015, the Company authorized and subsequently issued 1,096,800 shares for $548,400 cash.  These shares were purchased by and issued to executives and members of the Board of Directors of the Company.  As a result of the cash sale of 1,096,800 shares at $.50 per share and a warrant with an exercise price of $.50, we are required to ratchet down all Class A, B and C warrants.  In addition, on June 2, 2015 the Company revised the share price of this cash investment from $.50 per share to $.075 per share.  As a result an additional 6,215,201 shares were issued to these investors in June 2015.

In addition, during the first quarter of 2015, the Company authorized 251,182 shares and issued 220,826 shares in payment of interest on debentures due March 1, 2015.  5,041 shares were issued in June 2015 and the remaining 25,315 shares are owed but are unissued as of June 30, 2015.  The 251,182 shares were valued at $125,591.

On June 1, 2015, the Company authorized 3,125,499 additional shares for payment of interest to debenture holders for interest through June 1, 2015.  2,858,481 shares were issued on June 1, 2015 and 267,018 shares are owed as of June 30, 2015.  The 3,125,499 shares were valued at $426,006.

During June 2015, by request from debenture owners that their debentures be converted, the Company issued 3,566,667 shares pursuant to the terms of the debenture agreements in addition to 4,379 shares for accrued interest.  The conversion shares valued at $267,500 were issued in June 2015.  4,379 interest shares valued at $645 were issued for accrued interest through the date of conversion.

The Company valued its Class C warrants based upon the change in terms under the June 2, 2015 amendment. The warrants were valued using the Black-Scholes option pricing model and bifurcated out of the note proceeds and recorded as additional paid in capital in the amounts of $535,100. The assumptions used in the pricing model were:  term 1.17 years, risk free interest rate .26%%, volatility 119.05%, trading price $0.14, and exercise price $0.10.  The discount will be amortized over the remaining thirteen months to maturity on July 31, 2016. Based upon the change in terms of the June 2, 2015 amendment, the Company accounted for the change in terms as an extinguishment of debt pursuant to ASC Topic 470-50 and recorded a loss on the extinguishment of $6,118,145.  Substantially all of the loss was based upon the change in the fair value of conversion feature of the subject debt from $0.50 per share to $0.10 per share.  The loss in addition to the change in discount of $1,851,635 resulted in $7,969,780 additional paid in capital.

In connection with the issuance of $625,000 of convertible debt on June 2, 2015, the Company granted 625,000 warrants. The warrants were valued using the Black-Scholes option pricing model and bifurcated out of the note proceeds and recorded as additional paid in capital in the amount of $220,125. The assumptions used in the pricing model were:  term 1.17 years, risk free interest rate .26%, volatility 119.05%, trading price $0.14 per share, and exercise price $0.10.  The discount of $2,840,637 as of June 30, 2015 will be amortized over the remaining thirteen months to maturity on July 31, 2016.

As of June 30, 2015, there were 56,381,367 common shares issued and outstanding, 897,333 common shares owed but not issued, and no preferred shares issued.