NOTE

- STOCKHOLDERS' EQUITY

Common Stock –

The Company has

25,000,000

authorized shares of common stock,

$0.001

par value. As of

March 31, 2020

and

2019,

respectively, there were

20,555,880

and

18,302,880

common shares issued and outstanding.

Voting

Holders of common stock are entitled to

one

vote for each share held of record on each matter submitted to a vote of stockholders, including the election of directors, and do

not

have any right to cumulate votes in the election of directors.

Dividends

Subject to the rights and preferences of the holders of any series of preferred stock, if any, which

may

at the time be outstanding, holders of common stock are entitled to receive ratably such dividends as our Board of Directors from time to time

may

declare out of funds legally available.

Liquidation Rights

In the event of any liquidation, dissolution or winding-up of affairs, after payment of all of our debts and liabilities and subject to the rights and preferences of the holders of any outstanding shares of any series of our preferred stock, the holders of common stock will be entitled to share ratably in the distribution of any of our remaining assets.

Other Matters

Holders of common stock have

conversion, preemptive or other subscription rights, and there are

redemption rights or sinking fund provisions with respect to our common stock. All of the issued and outstanding shares of common stock on the date of this Annual report are validly issued, fully paid and non-assessable.

Preferred Stock

Our Board of Directors has the authority to issue preferred stock in

one

or more classes or series and to fix the designations, powers, preferences and rights, the qualifications, limitations or restrictions thereof, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any class or series, without further vote or action by the stockholders. The issuance of preferred stock

may

have the effect of delaying, deferring or preventing a change in control without further action by the stockholders and

may

adversely affect the voting and other rights of the holders of common stock.

The Company has

2,500,000

authorized Preferred stock,

$0.001

par value. As of

March 31, 2020

and

2019

there were

mandatory convertible preferred shares issued and outstanding.

Stock Issuance

Since

January 1, 2020,

the Company has made the following issuances of common stock:

January 15, 2020,

the Company issued an additional

8,212

shares of restricted stock valued at

$45,000

for services provided by the Board of Directors. The Company will recognize the stock-based compensation of the award over the requisite service period. The shares vested immediately.

For the

three

months ended

March 31, 2020

and

2019,

the Company has recorded stock-based compensation expense of

$141,222

and

$128,444,

respectively.

Stock Options

August 2015,

the Company’s Board of Directors adopted a Stock Option Plan (the “Plan”). Under the terms and conditions of the Plan, the Board of Directors is empowered to grant stock options to employees, officers, and directors of the Company. At

March 31, 2020,

25,000

options were granted and outstanding under the Plan.

The Company recognizes compensation costs for stock option awards to employees based on the grant-date fair value. The value of each stock option is estimated on the date of grant using the Black-Scholes option-pricing model.

The Company recognized stock-based compensation expense related to options of

for the

three

months ended

March 31, 2020

and

2019.

March 31, 2020,

the Company had

of unrecognized compensation cost related to non-vested options.

A summary of the status of the options outstanding under the Company’s stock option plans on

March 31, 2020

is presented below:

		Options Outstanding						Options Exercisable
Exercise Prices		Number Outstanding		Weighted Average Remaining Contractual Life (years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price

$	2.96		25,000		0.37	$	2.96		25,000	$	2.96
Total			25,000		0.37	$	2.96		25,000	$	2.96

A summary of the status of the options on

March 31, 2020

and changes during the period is presented below:

	March 31, 2020
	Shares		Weighted Average Exercise Price		Average Remaining Life		Weighted Average Intrinsic Value

Outstanding at beginning of period		25,000	$	2.96		0.62	$	-
Granted		-		-		-		-
Exercised		-		-		-		-
Forfeited		-		-		-		-
Expired		-		-		-		-
Outstanding at end of period		25,000	$	2.96		0.37	$	-
Vested and expected to vest		25,000	$	2.96		0.37	$	-
Exercisable end of period		25,000	$	2.96		0.37	$	-