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Stockholders' Equity
12 Months Ended
Dec. 31, 2017
Stockholders' Equity [Abstract]  
STOCKHOLDERS' EQUITY

NOTE 15 – STOCKHOLDERS’ EQUITY

 

Common stock issued for services

 

On March 1, 2016, the Company issued 40,000 shares of common stock pursuant to its amended 2010 long-term incentive plan, including 18,750 shares to its former chief financial officer. The shares were valued at $209,600, the fair market value on the grant date using the reported closing share price on the date of grant, and the Company reduced accrued liabilities of $54,000 and recorded stock-based compensation and fees of $155,600 for the year ended December 31, 2016.

 

On March 1, 2016, Company issued a total of 75,000 shares of common stock to two companies which performed services relating to preparing and implementing a new business plan for the Company with the objective of improving the Company’s long-term growth. Of these shares, 25,000 shares were issued pursuant to an agreement with one consultant and 50,000 shares were issued pursuant to an agreement with a second consultant. The agreements provide for the issuance of an additional 25,000 shares to one consultant and 50,000 to the second consultant if the agreement is in effect in July 2016. On July 1, 2016, the Company issued an additional 25,000 shares of its common stock to the first consultant pursuant to the agreement. A consulting agreement with the second consultant was terminated, and no additional shares of common stock were issued or are issuable pursuant to the consulting agreement with the second consultantThe shares were valued at fair market value using the reported closing share price on the dates of grant, and the Company recorded stock-based compensation and fees of $490,980 for the year ended December 31, 2016.

 

On June 30, 2016, the Company issued 3,125 shares of common stock pursuant to its amended 2010 long-term incentive plan to a consultant. The shares were valued at $12,500, the fair market value on the grant date using the reported closing share price on the date of grant, and the Company recorded stock-based compensation and fees of $12,500 for the year ended December 31, 2016.

 

On December 28, 2016, the Company issued 105,000 shares of common stock pursuant to its 2016 long-term incentive plan, including 50,000 shares to its chief executive officer. The shares were valued at $277,200, the fair market value on the grant date using the reported closing share price on the date of grant, and the Company recorded stock-based compensation and fees of $268,126 for the year ended December 31, 2016 and recorded prepaid expenses of $9,074 which will be amortized over the rest of the corresponding service periods.

 

On May 12, 2017, the Company issued 15,000 shares of common stock pursuant to its 2016 long-term incentive plan for legal services. The shares were valued at $50,400, the fair market value on the grant date using the reported closing share price on the date of grant. In connection with this issuance, the Company reduced accounts payable by $28,400 and recorded stock-based professional fees of $22,000 in fiscal 2017.

 

On May 22, 2017, pursuant to a seven-month consulting agreement effective May 11, 2017, the Company issued 25,000 shares of its common stock to a consultant for business development services rendered and to be rendered through December 31, 2017. These shares were valued at $106,500, the fair market value on the grant date using the reported closing share price on the date of grant. Pursuant to this consulting agreement, on September 5, 2017, the Company issued an additional 25,000 share of common stock to this consultant. These shares were valued at $82,000 or $3.28 per share, using the reported closing share price on the date of issuance. For fiscal 2017, in connection with these issuances, the Company recorded stock-based professional fees of $188,500.

 

On June 30, 2017, pursuant to a one-year consulting agreement effective May 16, 2017, the Company issued 65,200 shares of common stock to a consultant for business development services rendered and to be rendered. These shares were valued at $272,536, or $4.18 per share, the fair market value on the grant date using the reported closing share price on the date of grant. For fiscal 2017, in connection with the issuance of these shares, the Company recorded stock-based professional fees of $170,701 and prepaid expenses of $101,835 which is amortized over the remaining service period. Additionally, pursuant to this consulting agreement, the Company issued an additional 20,000 share of common stock to this consultant on October 19, 2017. These shares were valued at $99,400, or $4.97 per share, using the reported closing share price on the date of issuance. For fiscal 2017, in connection with the issuance of these shares, the Company recorded stock-based professional fees of $62,259 and prepaid expenses of $37,141 which is amortized over the remaining service period through May 2018.

 

On August 8, 2017, pursuant to one-year consulting agreements effective July 19, 2017, the Company issued an aggregate of 120,000 shares of common stock to two consultants (60,000 shares each) for business development services rendered and to be rendered. These shares were valued at $492,000, or $4.10 per share, the fair market value on the grant date using the reported closing share price on the date of grant. For fiscal 2017, in connection with the issuance of these shares, the Company recorded stock-based professional fees of $222,194 and prepaid expenses of $269,806 which is amortized over the remaining service period. Additionally, pursuant to these consulting agreements, the Company issued an additional 40,000 share of common stock to these consultants (20,000 shares each) on November 2, 2017. These shares were valued at $169,600, or $4.24 per share, using the reported closing share price on the date of issuance. For fiscal 2017, in connection with the issuance of these shares, the Company recorded stock-based professional fees of $76,594 and prepaid expenses of $93,006 which is amortized over the remaining service period through July 2018.

 

On August 8, 2017, pursuant to a one-year consulting agreement effective July 1, 2017, the Company issued 8,000 shares of common stock to a consultant for investor relations services rendered and to be rendered. These shares were valued at $32,560, or $4.07 per share, the fair market value on the grant date using the reported closing share price on the date of grant. For fiscal 2017, in connection with the issuance of these shares, the Company recorded stock-based professional fees of $15,466 and prepaid expenses of $17,094 which is amortized over the remaining service period.

 

On August 8, 2017, pursuant to a one-year consulting agreement effective July 1, 2017, the Company issued 23,230 shares of common stock to a consultant for accounting services rendered and to be rendered. These shares were valued at $94,546, or $4.07 per share, the fair market value on the grant date using the reported closing share price on the date of grant. For fiscal 2017, in connection with the issuance of these shares, the Company reduced accrued expense by $9,435, and the Company recorded stock-based professional fees of $42,556 and prepaid expenses of $42,555 which is amortized over the remaining service period.

 

On September 5, 2017, pursuant to one-year consulting agreements effective August 21, 2017, the Company issued an aggregate of 125,000 shares of common stock to two consultants (65,000 and 60,000 shares, respectively) for business development services rendered and to be rendered. These shares were valued at $408,750, or $3.27 per share, the fair market value on the grant date using the reported closing share price on the date of grant. For fiscal 2017, in connection with the issuance of these shares, the Company recorded stock-based professional fees of $148,337 and prepaid expenses of $260,413 which is amortized over the remaining service period. Additionally, pursuant to these consulting agreements, the Company issued an additional 35,000 share of common stock to these consultants (17,000 and 18,000, respectively) in January 2018. The initial fair values of these shares were valued at the fair market value on the contract date using the reported closing share price on the date of grant. The Company will recognize stock-based professional fees over the period during which the services are rendered by such consultant. At the end of each financial reporting period prior to issuance of these shares, the fair value of these shares is remeasured using the then-current fair value of the Company’s common stock. For fiscal 2017, the Company recorded stock-based professional fees of $96,278 related to these issuable shares share-based reserve of $96,278 as of December 31, 2017.

 

 On October 3, 2017, pursuant to a two-year consulting agreement between the Company’s wholly-owned subsidiary, EC Manpower Limited and an individual for investor relation services to be rendered, the Company agreed to pay this consultant $202,000 per year to be paid by the issuance of an aggregate of 134,688 shares as follows: 33,672 shares were issued in October 2017, 33,672 shares were issued in February 2018, 33,672 shares during the twelfth month from the agreement date, and 33,672 shares during the eighteenth month from the agreement date. The initial 33,672 shares were valued at $112,801, or $3.35 per share, the fair market value on the grant date using the reported closing share price on the date of grant. For fiscal 2017, in connection with the issuance of these shares, the Company recorded stock-based professional fees of $16,137 and prepaid expenses of $96,664 which is amortized over the remaining service period. Additionally, pursuant to this consulting agreement, the Company will issue an additional 101,016 share of common stock to this consultant as outlined above, provided that this Agreement is not terminated prior to date of the issuance of these shares. The initial fair values of these shares were valued at the fair market value on the contract date using the reported closing share price on the date of grant. The Company will recognize stock-based professional fees over the period during which the services are rendered by such consultant. At the end of each financial reporting period prior to issuance of these shares, the fair value of these shares is remeasured using the then-current fair value of the Company’s common stock. For fiscal 2017, the Company recorded stock-based professional fees of $109,538 related to these issuable shares and share-based reserve of $109,538 as of December 31, 2017. If, on the first date when the restrictive legend on the certificate of each lot of the Shares issued to the Consultant pursuant this agreement is removed and such lot of Shares becomes freely tradeable in the NASDAQ Capital Market without restriction, the closing price of the shares drops below the issue price, the Company will compensate the Consultant for the drop in value of such lot of shares, which will be calculated by multiplying the number of shares by the difference between the closing price and the issue price ("Shortfall"). The Company will pay for the Shortfall annually by causing the Company to issue shares at the average closing price of the 5 trading days immediately before the first and second anniversary date of the date of this agreement, provided that the maximum number of shares issued for the Shortfall shall not exceed 13,500 Shares per year of services.

 

On October 9, 2017, pursuant to a consulting agreement, the Company agreed to issue 7,615 shares of its common stock to an entity for development services rendered. Such shares were issued in November 2017 upon completion of the services rendered. These shares were valued at $25,282, or $3.32 per share, the fair market value on the grant date using the reported closing share price on the date of grant. In connection with the issuance of these shares, the Company recorded stock-based professional fees of $25,282 for fiscal 2017.

  

On October 23, 2017, pursuant to a consulting agreement, the Company agreed to issue 6,000 shares of its common stock to an entity for public relations services rendered. These shares were valued at $28,920, or $4.82 per share, the fair market value on the grant date using the reported closing share price on the date of grant. In connection with the issuance of these shares, the Company recorded stock-based professional fees of $11,039 and prepaid expenses of $17,881 which is amortized over the remaining service period through April 2018.

 

On October 30, 2017, pursuant to a two-year consulting agreement between the Company’s wholly-owned subsidiary, EC Advertising Limited and an individual, the Company issued 65,089 shares of common stock to a consultant for advertising and marketing services to be rendered. These shares were valued at $216,095, or $3.32 per share, the fair market value on the grant date using the reported closing share price on the date of grant. For fiscal 2017, in connection with the issuance of these shares, the Company recorded stock-based professional fees of $24,688 and prepaid expenses of $191,407 which is amortized over the remaining service period. Additionally, pursuant to this consulting agreement, the Company issued an additional 65,089 share of common stock to this consultant in February 2018. The initial fair values of these shares were valued at the fair market value on the contract date using the reported closing share price on the date of grant. The Company will recognize stock-based professional fees over the period during which the services are rendered by such consultant. At the end of each financial reporting period prior to issuance of these shares, the fair value of these shares is remeasured using the then-current fair value of the Company’s common stock. For fiscal 2017, the Company recorded stock-based professional fees of $56,367 related to these issuable shares and share-based reserve of $56,367 as of December 31, 2017. If, on the first date when the restrictive legend on the certificate of each lot of the shares issued to the Consultant pursuant this agreement is removed and such lot of shares becomes freely tradeable in the NASDAQ Capital Market without restriction, the closing price of the shares drops below the issue price, the Company will compensate the Consultant for the drop in value of such lot of shares, which will be calculated by multiplying the number of Shares by the difference between the closing price and the issue price ("Shortfall"). The Company will pay for all the Shortfalls, within the first 3 months of the second year of Services, by causing the Company to issue shares at the average closing price of the 5 trading days immediately before the shares are issued pursuant to this agreement, provided that the maximum number of shares issued for the Shortfall shall not exceed 26,036 Shares. Additionally, the Company shall, within one month from the date of this Agreement, issue such number of ordinary shares of EC Advertising Limited to the Consultant (or his nominee) so that he (or his nominee) will hold 15% of EC Advertising Limited issued share capital as enlarged by the share issue pursuant to this agreement. Additionally, within one month after the Consultant achieves all the performance targets as outlined in the agreement, EC Advertising Limited shall issue, or shall cause its major shareholder to transfer, such number of EC Advertising Limited's ordinary shares to the Consultant (or its nominee) so that he (and his nominee) will, together with the 15% issued share capital discussed above, hold a total of 49% of EC Advertising Limited’s issued share capital as enlarged by the share issue or after the transfer (as the case may be). Performance targets include the achievement by the Company of total revenue of $10,000,000 and profit after tax of $4,000,000 during the term of the agreement.

 

On November 3, 2017, pursuant to a two-year consulting agreement effective November 6, 2017 between the Company’s wholly-owned subsidiary, EC Manpower Limited and an individual for advertising consultancy services to be rendered, the Company agreed to pay this consultant $141,026 per year to be paid by the issuance of an aggregate of 67,966 shares as follows: 33,983 shares within 30 days from the agreement date, 33,983 during the sixth month from the agreement date. On January 27, 2018, this agreement was terminated. The Company agreed to pay by the issuance of 7,728 share for the service were rendered by such consultant from November 2017 to January 2018. These shares were valued at $32,767, or $4.24 per share, the fair market value on the grant date using the reported closing share price on the date of grant. The Company will recognize stock-based professional fees over the period during which the services are rendered by such consultant. For fiscal 2017, the Company recorded stock-based professional fees of $21,978 related to these issuable shares and share-based reserve of $21,978 as of December 31, 2017.

 

On November 10, 2017, pursuant to a two-year consulting agreement between the Company’s wholly-owned subsidiary, EC Manpower Limited and a consultant for information and technology, policy making and management services to be rendered, the Company agreed to pay this consultant $192,308 per year to be paid by the issuance of an aggregate of 101,216 shares as follows: 50,608 shares were issued in January 2018, 50,608 shares during the twelfth month from the agreement date. The initial 50,608 shares were valued at $203,444, or $4.02 per share, the fair market value on the grant date using the reported closing share price on the date of grant. In connection with the issuance of these shares, the Company shall record stock-based professional fees of $203,444 over the service period. Additionally, pursuant to this consulting agreement, the Company will issue an additional 50,608 share of common stock to this consultant as outlined above, provided that this Agreement is not terminated prior to date of the issuance of these shares. The initial fair values of these shares were valued at the fair market value on the contract date using the reported closing share price on the date of grant. The Company will recognize stock-based professional fees over the period during which the services are rendered by such consultant. At the end of each financial reporting period prior to issuance of these shares, the fair value of these shares is remeasured using the then-current fair value of the Company’s common stock. For fiscal 2017, the Company recorded stock-based professional fees of $41,583 related to these issuable shares and share-based reserve of $41,583 as of December 31, 2017. If, on the first date when the restrictive legend on the certificate of each lot of the Shares issued to the Consultant pursuant this agreement is removed and such lot of Shares becomes freely tradeable in the NASDAQ Capital Market without restriction, the closing price of the shares drops below the issue price, the Company will compensate the Consultant for the drop in value of such lot of shares, which will be calculated by multiplying the number of shares by the difference between the closing price and the issue price ("Shortfall"). The Company will pay for the Shortfall, within the first 3 months of the second half of the second year of services, by causing the Company to issue shares at the average closing price of the 5 trading days immediately before the shares are issued, provided that the maximum number of shares issued for the Shortfall of two lots shall not exceed 20,243 shares.

 

On November 15, 2017, pursuant to one-year consulting agreements effective November 1, 2017, the Company issued 38,000 shares of common stock to an individual for market research services to be rendered. These shares were valued at $165,300, or $4.35 per share, the fair market value on the grant date using the reported closing share price on the date of grant. For fiscal 2017, in connection with the issuance of these shares, the Company recorded stock-based professional fees of $27,550 and prepaid expenses of $137,750 which is amortized over the remaining service period. Additionally, pursuant to these consulting agreements, the Company will issue an additional 11,148 share of common stock to this consultant during the sixth month of this agreement, provided that this agreement is not terminated prior to the issuance of such shares. The initial fair value of these shares was valued at the fair market value on the contract date using the reported closing share price on the date of grant. The Company will recognize stock-based professional fees over the period during which the services are rendered by such consultant. At the end of each financial reporting period prior to issuance of these shares, the fair value of these shares is remeasured using the then-current fair value of the Company’s common stock. For fiscal 2017, the Company recorded stock-based professional fees of $14,084 related to these issuable shares and share-based reserve of $14,084 as of December 31, 2017.

 

On November 15, 2017, pursuant to a one-year consulting agreement effective November 1, 2017, the Company issued 20,000 shares of common stock to a consultant for information technology business development services rendered and to be rendered. These shares were valued at $87,000, or $4.35 per share, the fair market value on the issue date using the reported closing share price on the date of issue. For fiscal 2017, in connection with the issuance of these shares, the Company recorded stock-based professional fees of $14,500 and prepaid expenses of $72,500 which is amortized over the remaining service period. Additionally, pursuant to this consulting agreements, the Company will issue an additional 6,800 share of common stock to this consultant in April 2018. The initial fair values of these shares were valued at the fair market value on the contract date using the reported closing share price on the date of grant. The Company will recognize stock-based professional fees over the period during which the services are rendered by such consultant. At the end of each financial reporting period prior to issuance of these shares, the fair values of these shares were remeasured using the then-current fair value of the Company’s common stock. For fiscal 2017, the Company recorded stock-based professional fees of $8,591 related to these issuable shares and share-based reserve of $8,591 as of December 31, 2017.

 

On November 15, 2017, pursuant to one-year consulting agreement effective November 1, 2017, the Company issued an aggregate of 100,000 shares of common stock to two entities (50,000 shares each) for assets management development services rendered and to be rendered. These shares were valued at $435,000, or $4.35 per share, the fair market value on the grant date using the reported closing share price on the date of grant. For fiscal 2017, in connection with the issuance of these shares, the Company recorded stock-based professional fees of $72,500 and prepaid expense of $362,500 which is amortized over the remaining service period. Additionally, pursuant to these consulting agreements, the Company will issue an additional 24,052 share of common stock to these consultants (12,000 and 12,052 shares, respectively) during the sixth month of this agreement, provided that these agreements are not terminated prior to the issuance of such shares. The initial fair value of these shares was valued at the fair market value on the contract date using the reported closing share price on the date of grant. The Company will recognize stock-based professional fees over the period during which the services are rendered by such consultant. At the end of each financial reporting period prior to issuance of these shares, the fair value of these shares is remeasured using the then-current fair value of the Company’s common stock. For fiscal 2017, the Company recorded stock-based professional fees of $30,386 related to these issuable shares and share-based reserve of $30,386 as of December 31, 2017.

 

On November 20, 2017, pursuant to a one-year consulting agreement effective January 1, 2018 between the Company’s wholly-owned subsidiary, EC Manpower Limited and an individual for government official relation services to be rendered, the Company agreed to pay this consultant $128,208 to be paid by the issuance of 32,052 shares as follows: 22,436 shares were issued in February 2018, 9,616 shares during the fourth month from the agreement date. The initial 22,436 shares were valued at $98,718, or $4.40 per share, the fair market value on the grant date using the reported closing share price on the date of grant. In connection with the issuance of these shares, the Company shall record stock-based professional fees of $98,718 over the service period. Additionally, pursuant to this consulting agreement, the Company will issue an additional 9,616 share of common stock to this consultant as outlined above, provided that this Agreement is not terminated prior to date of the issuance of these shares. The initial fair values of these shares were valued at the fair market value on the contract date using the reported closing share price on the date of grant. The Company will recognize stock-based professional fees over the period during which the services are rendered by such consultant. At the end of each financial reporting period prior to issuance of these shares, the fair value of these shares is remeasured using the then-current fair value of the Company’s common stock.

 

On December 6, 2017, pursuant to a two-year consulting agreement effective December 27, 2017 between the Company’s wholly-owned subsidiary, EC Manpower Limited and a consultant for space rental or leasing business development services to be rendered, the Company agreed to pay this consultant $120,000 annually to be paid by the issuance of an aggregate of 45,628 shares as follows: 11,407 shares were issued in February 2018. 11,407 shares during the sixth month from the agreement date, 11,407 shares during the twelfth month from the agreement date, and 11,407 shares during the eighteenth month from the agreement date. The initial 11,407 shares were valued at $60,571, or $5.31 per share, the fair market value on the grant date using the reported closing share price on the date of grant. In connection with the issuance of these shares, the Company shall record stock-based professional fees of $60,571 over the service period. Additionally, pursuant to this consulting agreement, the Company will issue an additional 34,221 share of common stock to this consultant as outlined above, provided that this Agreement is not terminated prior to date of the issuance of these shares. The initial fair values of these shares were valued at the fair market value on the contract date using the reported closing share price on the date of grant. The Company will recognize stock-based professional fees over the period during which the services are rendered by such consultant. At the end of each financial reporting period prior to issuance of these shares, the fair value of these shares is remeasured using the then-current fair value of the Company’s common stock. For fiscal 2017, the Company recorded stock-based professional fees of $2,150 related to these issuable shares and share-based reserve of $2,150 as of December 31, 2017. If, on the first date when the restrictive legend on the certificate of each lot of the Shares issued to the Consultant pursuant this agreement is removed and such lot of Shares becomes freely tradeable in the NASDAQ Capital Market without restriction, the closing price of the shares drops below the issue price, the Company will compensate the Consultant for the drop in value of such lot of shares, which will be calculated by multiplying the number of shares by the difference between the closing price and the issue price ("Shortfall"). The Company will pay for the Shortfall annually by causing the Company to issue shares at the average closing price of the 5 trading days immediately before the first and second anniversary date of the date of this agreement, provided that the maximum number of shares issued for the Shortfall shall not exceed 4,563 Shares per year of services.

 

On December 15, 2017, pursuant to a two-year consulting agreement effective November 21, 2017 between the Company’s wholly-owned subsidiary, EC Manpower Limited and an individual for information technology services rendered and to be rendered, the Company agreed to pay this consultant $153,846 per year to be paid by the issuance of an aggregate of 71,560 shares as follows: 17,890 shares were issued in January 2018, 17,890 shares during the sixth month from the agreement date, 17,890 shares during the twelfth month from the agreement date, and 17,890 shares during the eighteenth month from the agreement date. The initial 17,890 shares were valued at $107,698, or $6.02 per share, the fair market value on the grant date using the reported closing share price on the date of grant. In connection with the issuance of these shares, the Company shall record stock-based professional fees of $107,698 over the service period. Additionally, pursuant to this consulting agreement, the Company will issue the remaining 53,670 shares of common stock to this consultant as outlined above, provided that this Agreement is not terminated prior to date of the issuance of these shares. The initial fair values of these shares were valued at the fair market value on the contract date using the reported closing share price on the date of grant. The Company will recognize stock-based professional fees over the period during which the services are rendered by such consultant. At the end of each financial reporting period prior to issuance of these shares, the fair value of these shares is remeasured using the then-current fair value of the Company’s common stock. For fiscal 2017, the Company recorded stock-based professional fees of $28,584 related to these issuable shares and share-based reserve of $28,584 as of December 31, 2017. If, on the first date when the restrictive legend on the certificate of each lot of the Shares issued to the Consultant pursuant this agreement is removed and such lot of Shares becomes freely tradeable in the NASDAQ Capital Market without restriction, the closing price of the shares drops below the issue price, the Company will compensate the Consultant for the drop in value of such lot of shares, which will be calculated by multiplying the number of shares by the difference between the closing price and the issue price ("Shortfall"). The Company will pay for the Shortfall annually by causing the Company to issue shares at the average closing price of the 5 trading days immediately before the first and second anniversary date of the date of this agreement, provided that the maximum number of shares issued for the Shortfall shall not exceed 7,156 Shares per year of services.

 

On December 15, 2017, pursuant to a one-year consulting agreement effective May 16, 2018 between the Company and a consultant for business development services to be rendered, the Company agreed to pay this consultant $400,000 to be paid by the issuance of an aggregate of 100,000 shares as follows: 50,000 shares were issued in January 2018, 50,000 shares during the sixth month from the agreement date. The initial 50,000 shares were valued at $301,000, or $6.02 per share, the fair market value on the grant date using the reported closing share price on the date of grant. In connection with the issuance of these shares, the Company shall record stock-based professional fees of $301,000 over the service period. Additionally, pursuant to this consulting agreement, the Company will issue an additional 50,000 share of common stock to this consultant as outlined above, provided that this Agreement is not terminated prior to date of the issuance of these shares. The initial fair values of these shares were valued at the fair market value on the contract date using the reported closing share price on the date of grant. The Company will recognize stock-based professional fees over the period during which the services are rendered by such consultant. At the end of each financial reporting period prior to issuance of these shares, the fair value of these shares is remeasured using the then-current fair value of the Company’s common stock. If, on the first date when the restrictive legend on the certificate of each lot of the Shares issued to the Consultant pursuant this agreement is removed and such lot of Shares becomes freely tradeable in the NASDAQ Capital Market without restriction, the closing price of the shares drops below the issue price, the Company will compensate the Consultant for the drop in value of such lot of shares, which will be calculated by multiplying the number of shares by the difference between the closing price and the issue price ("Shortfall"). The Company will pay for the Shortfall by causing the Company to issue shares at the average closing price of the 5 trading days immediately before shares are issued, provided that the maximum number of shares issued for the Shortfall of two lots shall not exceed 20,000 shares.

 

On December 18, 2017, pursuant to a one-year consulting agreement between the Company’s wholly-owned subsidiary, EC Manpower Limited and a consultant for user experience and user interface design and information technology development services to be rendered, the Company agreed to pay this consultant $157,692 to be paid by the issuance of 28,672 shares. The shares were issued in January 2018 and were valued at $173,466, or $6.05 per share, the fair market value on the grant date using the reported closing share price on the date of grant. In connection with the issuance of these shares, the Company shall record stock-based professional fees of $173,466 over the service period. For fiscal 2017, the Company recorded stock-based professional fees of $6,528 related to these issuable shares and share-based reserve of $6,528 as of December 31, 2017.

 

On December 22, 2017, pursuant to a one-year consulting agreement effective December 21, 2017 between the Company’s wholly-owned subsidiary, EC Manpower Limited and a consultant for business development services to be rendered, the Company agreed to pay this consultant $961,538 to be paid by the issuance of an aggregate of 160,256 shares as follows: 80,128 shares were issued in January 2018, 80,128 shares during the sixth month from the agreement date. The initial 80,128 shares were valued at $521,633, or $6.51 per share, the fair market value on the grant date using the reported closing share price on the date of grant. In connection with the issuance of these shares, the Company shall record stock-based professional fees of $521,633 over the service period. Additionally, pursuant to this consulting agreement, the Company will issue an additional 80,128 share of common stock to this consultant as outlined above, provided that this Agreement is not terminated prior to date of the issuance of these shares. The initial fair values of these shares were valued at the fair market value on the contract date using the reported closing share price on the date of grant. The Company will recognize stock-based professional fees over the period during which the services are rendered by such consultant. At the end of each financial reporting period prior to issuance of these shares, the fair value of these shares is remeasured using the then-current fair value of the Company’s common stock. For fiscal 2017, the Company recorded stock-based professional fees of $32,426 related to these issuable shares and share-based reserve of $32,426 as of December 31, 2017.

 

Common stock sold for cash

 

The Company sold a total of 180,000 shares of common stock to an investor during June and July 2016 pursuant to stock purchase agreements. On June 6, 2016, the Company sold 57,500 shares of common stock at a purchase price of $4.00 per share, from which the Company received net proceeds of $230,000. On June 24, 2016, the Company sold 57,500 shares of common stock at a purchase price of $4.40 per share, from which it received net proceeds of $253,000. On July 18, 2016, the Company sold 65,000 shares of common stock at a purchase price of $4.16 per share, from which it received gross proceeds of $270,400. The Company did not engage a placement agent with respect to these sales.

 

In June 2017, pursuant to stock purchase agreements, the Company sold an aggregate of 290,000 shares of common stock to three investors at a purchase price of $3.00 per share for net cash proceeds a total of $860,000. The Company did not engage a placement agent with respect to these sales.

 

Common stock issued in connection with acquisition

 

On December 8, 2017 (the “Closing Date”), the Company completed the acquisition of 51% of the issued and outstanding capital stock of Inspirit. In connection with the acquisition, the Company issued 85,473 unregistered shares of its common stock valued at $507,710, based on the acquisition-date fair value of our common stock of $5.94 per share based on the quoted market price of the Company’s common stock on the Closing date (See Note 2).

 

2010 long-term incentive plan

 

In January 2010, the Company’s board of directors adopted, and in March 2010, the stockholders approved the Company’s 2010 long-term incentive plan, which initially covered 50,000 shares of common stock.  In October 2013, the Company’s board of directors adopted, and in December 2013, the stockholders approved, an amendment to the 2010 long-term incentive plan to increase the number of shares of common stock subject to the plan, to 125,000 shares. The plan provides for the grant of incentive and non-qualified options and stock grants to employees, including officers, directors and consultants. The plan is to be administered by a committee of not less than three directors, each of whom is to be an independent director.  In the absence of a committee, the plan is administered by the board of directors.   Members of the committee are not eligible for stock options or stock grants pursuant to the plan unless such stock options or stock grant are granted by a majority of the Company’s independent directors other than the proposed grantee.  As of December 31, 2016, the Company had issued a total of 124,998 shares of common stock under the plan and the Company terminated this 2010 long-term incentive plan in year 2017.

 

2016 long-term incentive plan

 

In September 2016, the Company’s board of directors adopted, and in November 2016, the stockholders approved the Company’s 2016 long-term incentive plan, which covers 125,000 shares of common stock. The plan provides for the grant of incentive and non-qualified options and stock grants to employees, including officers, directors and consultants. The plan is to be administered by a committee of not less than three directors, each of whom is to be an independent director.  In the absence of a committee, the plan is administered by the board of directors.   Members of the committee are not eligible for stock options or stock grants pursuant to the plan unless such stock options or stock grant are granted by a majority of the Company’s independent directors other than the proposed grantee.  As of December 31, 2017, the Company had issued a total of 125,000 shares of common stock under the plan.