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5. STOCKHOLDERS' EQUITY

6 Months Ended

Jun. 30, 2017

Stockholders' Equity Note [Abstract]

STOCKHOLDERS' EQUITY

Preferred Stock

There are currently 5,000,000 shares of Series A Preferred Stock authorized, with no shares of Series A Preferred Stock currently issued or outstanding.

Effective June 24, 2010, the Company filed a Certificate of Designations, Number, Voting Power, Preferences and Rights of Series B Convertible Redeemable Preferred Stock (the “Certificate”) with the Texas Secretary of State, designating 7,500 shares of Series B Preferred Stock, par value $10.00 per share (the “Series B Shares”). The Series B Shares rank senior to shares of all other common and preferred stock with respect to dividends, distributions, and payments upon dissolution. Each of the Series B Shares is convertible at the option of the holder into shares of common stock as provided in the Certificate. There are currently no Series B Shares issued or outstanding.

On October 11, 2013, the Company filed a Certificate of Designations, Number, Voting Power, Preferences and Rights of Series C Convertible Preferred Stock (the “Certificate of Designations”), under which it designated 100,000 shares of Series C Preferred Stock, par value $10.00. The Series C Preferred Stock is entitled to accruing dividends (payable, at the Company’s options, in either cash or stock) of 5% per annum until October 10, 2016, and 3% per annum until October 10, 2018.

The Series C Preferred Stock is senior to the Company’s common stock and any other currently issued series of the Company’s preferred stock upon liquidation, and is entitled to a liquidation preference per share equal to the original issuance price of such shares of Series C Preferred Stock together with the amount of all accrued but unpaid dividends thereon. Each of the Series C Shares is convertible at the option of the holder into 1,000 shares of common stock as provided in the Certificate. Additionally, each holder of Series C Preferred Stock shall be entitled to vote on all matters submitted for a vote of the holders of Common Stock a number of votes equal to the number of full shares of Common Stock into which such holder’s Series C shares could then be converted. As of June 30, 2017, and December 31, 2016, there were 86,361 and 85,646 shares of Series C Preferred Stock issued and outstanding, respectively.

On November 13, 2013, the Company filed a Certificate of Designations, Number, Voting Power, Preferences and Rights of Series D Convertible Preferred Stock (the “Certificate of Designations”), under which it designated 25,000 shares of Series D Preferred Stock. Shares of Series D Preferred Stock are not entitled to any preference with respect to dividend or upon liquidation, and will automatically convert (at a ratio of 1,000-to-1) into shares of the Company’s common stock, par value $0.001 upon approval of the Company’s stockholders (and filing of) and amendment to the Company’s Certificate of Incorporation increasing the number of authorized shares of Common Stock from 100,000,000 to 250,000,000. As of June 30, 2017, and December 31, 2016, there are no shares of Series D Preferred Stock issued and outstanding.

On May 30, 2014, the Company filed a Certificate of Designations, Number, Voting Power, Preferences and Rights of Series E Convertible Preferred Stock (The “Certificate of Designations”), under which it designated 5,000 shares of Series E Preferred Stock. Shares of Series E Preferred Stock are not entitled to any preference with respect to dividends or upon liquidation, and will automatically convert (at a ratio of 1,000 shares of Common Stock for every one share of Series E Preferred Stock) into shares of the Company’s common stock, $0.001 par value upon approval of the Company’s stockholders (and filing of) and amendment to the Company’s Certificate of Incorporation increasing the number of authorized shares of Common Stock from 100,000,000 to 250,000,000. As of June 30, 2017, and December 31, 2016, there are no shares of Series E Preferred Stock issued and outstanding.

On March 7, 2017, the Company issued 715 shares of Series C Preferred Stock for cash proceeds of $50,050.

The Series C preferred stock earned dividends of $57,804 and $138,403 for the six months ended June 30, 2017 and 2016, respectively. As of June 30, 2017, no Series C preferred stock dividends have been declared.

Common Stock

On March 9, 2017, the Company issued 150,000 shares of common stock to each of the Company’s four Board Directors, (a total of 600,000 shares valued at $42,000).

On March 10, 2017, the Company issued 250,000 shares of common stock valued at $17,500 to a contract consultant upon achievement of specified revenue targets.

Warrants

A summary of the status of the warrants granted for the six months ended June 30, 2017, and changes during the period then ended is presented below:

		For the Six Months Ended June 30, 2017
		Shares				Weighted Average Exercise Price
Outstanding at beginning of period			67,246,300			$	0.12
Granted			-				-
Exercised			-				-
Forfeited			51,300				-
Expired			-				-
Outstanding at end of period			67,195,000			$	0.12

					As of June 30, 2017											As of June 30, 2017
					Warrants Outstanding											Warrants Exercisable
	Range of Exercise Prices				Number Outstanding				Weighted-Average Remaining Contract Life				Weighted- Average Exercise Price			Number Exercisable				Weighted-Average Exercise Price
	$	0.06				4,500,000			$	1.25				0.06		$	4,500,000				0.06
		0.08				550,000				0.69				0.08			550,000				0.08
		0.09				625,000				0.79				0.09			625,000				0.09
		0.12				60,000,000				3.82				0.12			12,000,000				0.12
		0.15				1,520,000				0.10				0.15			1,520,000				0.15
	$	0.06 - 0.15				67,195,000			$	3.51				0.11	$		19,195,000				0.11

The aggregate intrinsic value of the exercisable warrants as of June 30, 2017, was $92,750.

During April 2016, the Company granted an aggregate of 60,000,000 common stock warrants to a nonemployee for services which vest 20% immediately and in additional increments of 20% based upon the achievement of certain performance conditions including certain financing transactions, strategic transactions and the hiring of certain key employees. The warrants are exercisable at $0.12 per share and have a term of five years. The fair value of the portion of the award without performance conditions was determined to be $758,665 using the Black-Scholes Option Pricing Model and was expensed during the six months ended June 30, 2016.

Stock Options

A summary of the status of the stock options granted for the six-month period ended June 30, 2017, and changes during the period then ended is presented below:

	For the Six Months Ended June 30, 2017
		Options				Weighted Average Exercise Price
Outstanding at beginning of period			1,093,500			$	0.15
Granted			-				-
Exercised			-				-
Forfeited			-				-
Expired			-				-
Outstanding at end of Period			1,093,500			$	0.15

					As of June 30, 2017											As of June 30, 2017
					Stock Options Outstanding											Stock Options Exercisable
	Exercise Price				Number Outstanding				Weighted-Average Remaining Contract Life				Weighted- Average Exercise Price			Number Exercisable				Weighted-Average Exercise Price
	$	0.15				943,500				0.15				0.15			943,500			$	0.15
		(a)				150,000				-				-			-				-
	$	0.15				1,093,500				0.15				0.15			943,500			$	0.15

(a)

On January 1, 2015, the company granted three tranches of options, 25,000, 25,000, and 100,000 which vest upon meeting specific performance measures agreed upon. The measures include achieving three specific sales targets per month for 3 consecutive months. The exercise price and expiration date of each tranche will be set upon achieving the targets. As of the date of this filing the performance measures have not been met. As a result, the exercise price is undetermined and these options are excluded from the calculation of weighted average remaining life.

The aggregate intrinsic value of the exercisable options as of June 30, 2017 was $0.