Common and Preferred Stock

3 Months Ended

Mar. 31, 2019

Equity [Abstract]

Common and Preferred Stock

Note 11 – Common and Preferred Stock  

Common Stock

2019 Issuances

Date		Principal Conversion		Interest Conversion		Total Conversion		Conversion Price		Shares Issued		Issued to
	1/4/2019	$	22,678	$	—	$	22,678	$	0.20		115,000	L2
	1/14/2019	$	21,692	$	—	$	21,692	$	0.20		110,000	L2
	1/31/2019	$	33,176	$	—	$	33,176	$	0.30		110,000	L2
	2/11/2019	$	37,700	$	—	$	37,700	$	0.30		125,000	L2
	3/4/2019	$	37,700	$	—	$	37,700	$	0.30		125,000	L2
	3/14/2019	$	46,400	$	—	$	46,400	$	0.37		125,000	L2
	3/28/2019	$	46,400	$	—	$	46,400	$	0.23		200,000	L2
		$	245,746	$	—	$	245,746				910,000

As of March 31, 2019, and December 31, 2018, shares of common stock issued and outstanding are 6,538,578 and 5,628,475, respectively.

Common stock to be issued

During the three months ended March 31, 2019, the Company received $15,000, pursuant to Stock Purchase Agreements (the “SPA”) to buy 20,833 shares of common stock. As of March 31, 2019, and December 31, 2018, shares of common stock to be issued are 323,084 and 302,251, respectively.

Preferred Stock

On June 26, 2015, the Company filed with the Delaware Secretary of State the Amended and Restated Designation Preferences and Rights (the “Certificate of Designation”) of Class B Preferred Stock (the “Series B Preferred Stock”). Pursuant to the Certificate of Designation, 1,000 shares constitute the Series B Preferred Stock. The Series B Preferred Stock and any accrued and unpaid dividends thereon shall, with respect to rights on liquidation, winding up and dissolution, rank senior to the Company’s issued and outstanding common stock and Series A preferred stock.

The SeriesB Preferred Stockhas the right to vote in aggregate, on all shareholder matters equal to 51% of the total vote, no matter how many shares of common stock or other voting stock of the Company are issued or outstanding in the future. The Series B Preferred Stock has a right to vote on all matters presented or submitted to the Company’s stockholders for approval in pari passu with the common stockholders, and not as a separate class. The holders of Series B Preferred Stock have the right to cast votes for each share of Series B Preferred Stock held of record on all matters submitted to a vote of common stockholders, including the election of directors. There is no right to cumulative voting in the election of directors. The holders of Series B Preferred Stock vote together with all other classes and series of common stock of the Company as a single class on all actions to be taken by the common stockholders except to the extent that voting as a separate class or series is required by law. As of March 31, 2019, and December 31, 2018, there were 1,000 shares of Class B Preferred Stock outstanding.

Warrants and Options

On October 31, 2016, the Company granted (Warrant #1) to St. George the right to purchase at any time on or after November 10, 2016 (the “Issue Date”) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), a number of fully paid and non-assessable shares (the “Warrant Shares”) of Company’s common stock, equal to $57,500 divided by the Market Price (defined below) as of the Issue Date, as such number may be adjusted from time to time pursuant to the terms and conditions of Warrant #1 to Purchase Shares of Common Stock. The Market Price is equal to the lowest intra-day trade price in the twenty (20) Trading Days immediately preceding the applicable date of exercise, multiplied by sixty percent (60%). The exercise price is the lower of $10.00 and is subject to price adjustments pursuant to the agreement and includes a cashless exercise provision. The Company also issued Warrant #’s 2-9, with each warrant only effective upon St. George funding of the secured notes they issued to the Company. Warrant #’s 2-9 give St. George the right to purchase Warrant Shares equal to $27,500 divided by the Market Price on the funded date. On December 14, 2016, the Company received a payment of $50,000, and accordingly, Warrant #2 became effective. During the year ended December 31, 2017, the Company received the funding on the remaining notes and Warrant #’s 3-9 became effective. During the three months ended March 31, 2018, the company issued 142,758 shares of common stock to St. George pursuant to Notices of Exercise of 15,203 Warrants received. The shares were issued based upon the cashless exercise provision of the warrant.

The following table summarizes the activity related to warrants of the Company for the three months ended March 31, 2019, and the year ended December 31, 2018:

	Number of Warrants			Weighted-Average Exercise Price per share		Weighted-Average Remaining Life (Years)
Outstanding and exercisable at January 1, 2018		245,680			1.308		4.17
Warrants issued		34,843			3.52		5.0
Warrants expired		(5,000	)		10.00		—
Warrants exercised		(26,044	)		1.128		—
Outstanding and exercisable December 31, 2018		249,479		$	1.28		3.30
Warrants issued		70,948			1.21		5.0
Outstanding and exercisable March 31, 2019		320,427			0.98		3.97