10. COMMON STOCK

3 Months Ended

Mar. 31, 2016

Equity [Abstract]

COMMON STOCK

Stock Issued in Cash Sales

During the three months ended March 31, 2016 pursuant to private placements, the Company issued 2,166,666 shares of common stock for cash with a per share price of $0.15 per share or $325,000 and the Company incurred $23,600 of capital raising fees that were paid in cash and charged to additional paid-in-capital. Additionally, the Company obligated to issue 98,333 warrants as an offering cost to a third party, each with a 5 year term and a strike price of $0.15 per share, at the close of the private placement offering.  There will be no accounting effect for the issuance of these warrants as their fair value will be charged to additional paid-in-capital as an offering cost and offset by a credit to additional paid-in-capital for their fair value when issuing these warrants (See Note 12).

Stock Issued for Services

During the three months ended March 31, 2016, as partial payment for professional services provided by GreenCore Capital, LLC (“GreenCore’), the Company issued 128,571 shares of the Company’s common stock with a per share fair value of $0.15 (based on contemporaneous cash sales prices) or $19,286 and expensed the payment at issuance. The Company recorded a loss on debt settlement of $1,286 on this transaction. Jay Potter, our director, is the managing member of GreenCore and the primary individual performing the services (See Note 12).

New Director

On February 19, 2016, Mr. Anthony Posawatz accepted an appointed as a new director of the Company effective February 19, 2016. In consideration for Mr. Posawatz’s acceptance to serve as a director of the Company, the Company agreed to grant him 1,000,000 restricted shares of its common stock, with a per share value of $0.15 (based on contemporaneous cash sales prices), or $150,000, vesting according to the following vesting schedule: 27,777 per month over a 36 month period commencing on March 31, 2016, issuable on the last day of each calendar quarter so long as Mr. Posawatz serves as a director of the Company, subject to the grantee’s right to waive vesting and issuance on a quarterly basis. The share issuances will be proportionally expensed during the period in which they vest. During the three months ended March 31, 2016, the Company released 55,556 shares of common stock valued at $8,333 under this agreement (See Note 12).

Director Compensation

On February 12, 2016, the Board approved a compensation program for all non executive directors that do not otherwise have a pre-existing compensation plan.  Starting for the 2016 year of service, each of the two directors will receive 1,000,000 shares of common stock, with a per share value of $0.15 (based on contemporaneous cash sales prices), or $150,000,  that will vest equally at the end of each calendar quarter that such director remains in service as a director over a three year period. The shares issuances will be proportionally expensed during the period in which they vest.

During the three months ended March 31, 2016, the Company released 236,110 shares of common stock valued at $35,417 to three directors under their respective agreements (See Note 12).