Note 15. Stockholders' Equity

Capital Stock

Preferred Stock

We are authorized to issue up to 10,000,000 shares of preferred stock, $.0001 par value per share. Our board of directors is authorized, subject to any limitations prescribed by law, to provide for the issuance of the shares of preferred stock in series, and by filing a certificate pursuant to the applicable law of the state of Florida, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and any qualifications, limitations or restrictions thereof. No shares of preferred stock were issued or outstanding at June 30, 2014 and December 31, 2013, respectively.

Common Stock

At June 30, 2014 and December 31, 2013, we were authorized to issue up to 750,000,000 shares of common stock, $.0001 par value per share.

At June 30, 2014 and December 31, 2013, the Company had 531,815,115 and 71,741,250 shares issued and outstanding, respectively. Holders are entitled to one vote for each share of common stock (or its equivalent).

Share Issuances

On April 16, 2014, the Company issued an aggregate of 7,113,375 shares of common stock to the seller of Seen On TV, LLC, in accordance with the anti-dilution protection provisions contained in the June 28, 2012 Seen On TV, LLC asset purchase agreement.

Warrants

A summary of warrants outstanding at June 30, 2014, is as follows:


Warrant Description	Number of Warrants ^(A)		Exercise Prices	Expiration Dates

2011 Bridge Warrant	8,789,064		$0.64	August 29, 2014
2011 Bridge Warrant Placement Agent	1,165,875		$0.64	August 29, 2014
2011 Unit Offering	33,277,837	^(B)	$0.59	October 28, 2016
2011 Unit Offering Placement Agent	4,726,891	^(B)	$0.59	October 28, 2016
2010 Other Placements	337,500		$0.64-$1.80	July 26, 2014 - June 22, 2015
2012 Bridge Warrant	1,137,735	^(B)	$0.77	September 7, 2015 - September 20, 2015
2012 Bridge Warrant Placement Agent	227,546	^(B)	$0.77	September 7, 2015
2012 Unit Offering	6,300,213	^(B)	$0.80	November 14, 2015
2012 Unit Offering Placement Agent	1,561,544	^(B)	$0.70-$0.80	November 14, 2017
2012 Talent Compensation	4,875,000		$0.01-$2.00	November 19, 2015
2013 Merger related notes converted	494,328	^(B)	$0.80	November 14, 2015
2013 eDiets Warrants	427,987		$1.40-$4.74	July 15, 2019 - September 11, 2019
2014 MIG7 Offering	30,136,713	^(C)	$0.0001	April 3, 2015^(c)
	93,458,233

-------

(A) All warrants reflect post anti-dilution and repricing provisions applied.

(B) Subject to potential further ant-dilution and repricing adjustment (See Note 10).

(C) Subject to variable share settlement and potential extension in connection with Secured Promissory Note (See Note 12)

Equity Compensation Plans

In May 2010, ASTV adopted its 2010 Executive Equity Incentive Plan and 2010 Non Executive Equity Incentive Plan (collectively, the "2010 Plans").

On September 24, 2012, ASTV's board of directors adopted the 2013 Equity Compensation Plan (the "2013 Plan" and, together with the 2010 Plans, the "Plans") with terms similar to the previously adopted 2010 Plans. The 2013 Plan authorized the issuance of up to 3,000,000 options to purchase common stock. The 2013 Plan was modified in March 2013 authorizing the issuance of up to 6,000,000 options. On May 6, 2013, the 2013 Plan was further modified, increasing the shares of common stock reserved for issuance under such plan to 9,000,000 shares available for future grant under all Plans totaled 8,442,500 at June 30, 2014.

The fair value of an option is estimated on the date of grant using the Black Scholes options pricing model using the assumptions established at that time.

Stock based compensation for the three and six month periods ending June 30, 2014 was approximately $71,000 and $254,000, respectively. Stock based compensation for the three and six month periods ending June 30, 2013 was approximately $234,000 and $469,000, respectively. Stock based compensation for all periods presented are included in general and administration expenses, in the accompanying condensed consolidated statements of operations.

Of the stock based compensation recognized for the three and six month periods ending June 30, 2014, approximately $0 and $182,000 is attributable to IBI stock based awards granted to Infusion's employees and recognized as a capital contribution. The remaining stock based compensation recognized is attributable to the options acquired in connection with the April 2, 2014 reverse merger. All of the stock based compensation recognized for the three and six month periods ending June 30, 2013 is attributable to IBI stock based awards granted to Infusion's employees.

Mr. Ronald C. Pruett Jr. (former Chief Executive Officer) elected to terminate his employment effective May 1, 2014. The termination agreement modified certain terms of his employment agreement and provided that Mr. Pruett was entitled to receive the balance of additional salary due him totaling approximately $72,000, which will be paid over a period of approximately three months beginning May 1, 2014. As part of the termination agreement, Mr. Pruett forfeited his 3,050,000 options.

Mr. Henrik Sandell's (former Chief Operating Officer) employment terminated effective June 1, 2014. Accordingly, Mr. Sandell's vested options of 250,000 will remain exercisable for 90 days following termination and thereafter all options granted to Mr. Sandell, both vested and unvested, will be cancelled and returned to the option plan for potential future grants.

Options

Information related to options granted under our option plans at June 30, 2014 and activity for the six months then ended is as follows:


	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Outstanding at December 31, 2013		-		$	-		-	$	-
April 2, 2014 Acquisition (A)		7,148,836			1.06		7.46		-
Granted		-			-		-		-
Exercised		-			-		-		-
Forfeited		(3,050,000	)		0.65		-		-
Expired		-			-		-		-
Outstanding at June 30, 2014		4,098,836		$	1.36		4.89	$	-
Exercisable at June 30, 2014		3,288,836		$	1.66		4.61	$	-

-------

(A) Options acquired in connection with reverse merger.

The unamortized grant date fair value of unvested options at June 30, 2014, was approximately $440,000 and will be expensed over a weighted average period of 1.80 years.

No tax benefits are attributable to our share based compensation expense recorded in the accompanying financial statements because we are in a net operating loss position and a full valuation allowance is maintained for all net deferred tax assets. For stock options, the amount of the tax deductions is generally the excess of the fair market value of our shares of common stock over the exercise price of the stock options at the date of exercise.

In the event of any stock split of our outstanding shares of common stock, the board of directors in its discretion may elect to maintain the stated amount of shares reserved under the Plans without giving effect to such stock split. Subject to the limitation on the aggregate number of shares issuable under the Plans, there is no maximum or minimum number of shares as to which a stock grant or plan option may be granted to any person. Grants under the Plans may either be (i) ISOs, (ii) NSOs (iii) awards of our common stock or (iv) rights to make direct purchases of our common stock which may be subject to certain restrictions. Any option granted under the Plans must provide for an exercise price of not less than 100% of the fair market value of the underlying shares on the date of grant, but the exercise price of any ISO granted to an eligible employee owning more than 10% of our outstanding common stock must not be less than 110% of fair market value on the date of the grant. The Plans further provide that with respect to ISOs the aggregate fair market value of the common stock underlying the options which are exercisable by any option holder during any calendar year cannot exceed $100,000. The term of each plan option and the manner in which it may be exercised is determined by the board of directors or the compensation committee, provided that no option may be exercisable more than 10 years after the date of its grant and, in the case of an incentive option granted to an eligible employee owning more than 10% of the common stock, no more than five years after the date of the grant.