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Shareholders' Deficit
9 Months Ended
Sep. 30, 2017
Equity [Abstract]  
Shareholders' Deficit

4. Shareholders’ Deficit

 

Common Stock

 

During the three months ended September 30, 2017, holders of Convertible Debentures with a face value of $116,680 and accrued interest of $6,171 converted their debentures into 2,861,138,200 shares of common stock. In addition, associated with these debentures, the Company recorded a gain on extinguishment of debt of $67,255.

 

During the nine months ended September 30, 2017, holders of Convertible Debentures with a face value of $281,616 and accrued interest of $19,800 converted their debentures into 3,940,252,557 shares of common stock. In addition, associated with these debentures, the Company recorded a gain on extinguishment of debt of $239,379.

 

Warrants

 

During the nine months ended September 30, 2017, in conjunction with the sale of Convertible Debentures, the Company issued five-year common stock purchase warrants to acquire up to 8,000,000 shares to holders of the Debentures. In addition, the Company issued five-year common stock purchase warrants to acquire up to 1,050,000 shares to an agent who assisted in this financing. These warrants have an exercise

  

price of $0.02 per share. The value of the warrants was determined using the Black Sholes option pricing model. The value of the warrants issued to the note holder, $4,386, were reflected as a discount to the notes and the value of the warrants issued to the agent, $584, were reflected as a non-cash operating expense.

 

In March 2016, the Company issued a warrant exercisable into up to 1,000,000 shares of common stock in exchange for services provided by a consultant. The value of these warrants, $1,652, was determined using the Black Scholes option pricing model and was included as non-cash expense and additional paid-in capital during the nine months ended September 30, 2016.

 

The balance of all warrants outstanding as of September 30, 2017 is as follows:

 

          Weighted     Weighted  
          Average     Average  
          Exercise     Fair  
    Warrants     Price     Value  
Outstanding at January 1, 2017     132,278,221     $ 0.0765          
Granted     9,050,000     $ 0.0200     $ 0.0005  
Cancelled     (27,428,182 )   $ 0.0722          
Exercised     -     $ -          
Outstanding at September 30, 2017     113,900,039     $ 0.0721          
                         
Exercisable at September 30, 2017     113,900,039     $ 0.0721          

 

Stock Options

 

Options outstanding as of September 30, 2017 are as follows:

 

          Weighted     Weighted Average        
         

Average

Exercise Price

    Remaining Contractual    

Aggregate

Intrinsic

 
    Options     Per Share     Term (years)     Value (1)  
Outstanding at January 1, 2017     34,168,800     $ 0.02       7.03          
Granted     -     $ -       -          
Cancelled     -     $ -       -          
Exercised     -     $ -       -          
Outstanding at September 30, 2017     34,168,800     $ 0.02       6.28     $ -  
                                 
Exercisable at September 30, 2017     29,391,592     $ 0.02       6.28     $ -  
                                 
Weighted average fair value of options granted during the period     -     $ -                  

 

(1) These amounts represent the excess, if any, between the exercise price and $0.0002, the closing market price of the Company’s common stock on September 29, 2017 as quoted on the Pink Sheets under the symbol “SCIE”.

 

At September 30, 2017, total unrecognized estimated employee compensation cost related to non-vested stock options granted prior to that date is $53,321, which we expect to be recognized over the next year.

  

Series AA Preferred Shares

 

On April 15, 2016, the Board of Directors of the Company authorized an amendment to the Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”), in the form of a Certificate of Designation that authorized the issuance of up to three thousand (3,000) shares of a new series of preferred stock, par value $0.001 per share, designated “Series AA Super Voting Preferred Stock,” for which the board of directors established the rights, preferences and limitations thereof.

 

Each holder of outstanding shares of Series AA Super Voting Preferred Stock shall be entitled to one million (1,000,000) votes for each share of Series AA Super Voting Preferred Stock held on the record date for the determination of stockholders entitled to vote at each meeting of stockholders of the Company. The holders are restricted from voting the preferred shares for any proposal on the election of directors. The Company recorded a special dividend and valued the Series AA Super Voting Preferred Stock at $25,000 as of September 30, 2017 and December 31, 2016.