Note D - Stockholders' Equity

12 Months Ended

Dec. 31, 2018

Disclosure Text Block [Abstract]

Note D - Stockholders' Equity

Common Stock

We are authorized to issue 2,000,000,000 shares of our $.0001 par value common stock, of which 16,712,819 and 14,664,718 were issued and outstanding at December 31, 2018 and 2017, respectively.

On December 4, 2017, we issued 129,870 shares of common stock in exchange for $50,000 in cash at a price of $.385 per share to an independent investor.

On January 8, 2018, the company issued 95,890 post-split shares of our common stock in exchange for $38,500 owed to him for services performed as our Chief Financial Officer during the compensation owed to him for 2016 and 2017. The shares were issued at a 50% discount to the market price of the shares which resulted in a fair market value adjustment of $39,553 which was classified as an additional wage expense during the year ended December 31, 2018.

On February 1, 2018, the Company issued 190,000 shares of common stock based on the stock's approximate trading price of $.80 per share for total value of $152,000. The shares were issued to an independent consultant for services to be rendered over the six months following issuance.

On March 8, 2018, the Company issued 20,000 shares of common stock to an unaffiliated individual as a finder's fee in connection with the procurement of a variable rate convertible note with an unrelated party as detailed in Note C (d). The stock was valued at $15,000 based on the per-share stock price of $.75 on the issuance date and recorded as a debt discount that was netted with the underlying convertible note and amortized to interest expense over the length of the note, which was converted in full in May 2018.

On May 21 through May 30, 2018, the Company issued 110,955 shares of common stock to friends and family under the Company’s Friends and Family Stock Offering at a price of $.55 per share in exchange for $61,025 in cash.

During August and September 2016, we sold 33,058 shares of our common stock, with warrants to purchase an additional 545,454 shares of our common stock, to a group of private investors for $100,000. The warrants were issued prior to the reverse merger (Note A) and were subsequently still deemed issued and outstanding. The Series A and B warrants have expired, while the Series C warrants expire on June 30, 2019. The warrants were originally exercisable at prices between $0.55 and $2.20 share at any time between June 30, 2017 and June 30, 2019. Each series of warrants was valued using the Black-Scholes Options Pricing Model resulting in total warrant value of $85,833. The remaining proceeds of $14,167 were allocated to the common stock. Black-Scholes data inputs used to value the warrants are as follows:

Warrants		Stock Price				Exercise Price				Expected Life (Yrs)				Risk-Free Rate				Warrant Value				Number of Warrants				Extended Value
Series A (expired)		$	.275			$	.55				.75				.54	%		$	.1168				181,818			$	21,249
Series B (expired)		$	.275			$	.1.10				1.75				.69	%		$	.1639				181,818			$	29,817
Series C		$	.275			$	2.20				1.75				.85	%		$	.1912				181,818			$	34,767
Total																										$	85,833

During May and June 2018, various Series B warrant holders elected to exercise their warrants prior to their June 30, 2018 expiration. As such, the Company issued 19,636 shares of common stock at $1.10 per share for $21,600.

The following table represents the warrant activity for the periods presented;

		Number of Warrants

Balance, December 31, 2016			545,454
Granted			-
(Exercised)			-
(Forfeited/expired)			(181,818	)
Balance, December 31, 2017			363,636
Granted			-
(Exercised)			(19,636	)
(Forfeited/expired)			(162,182	)
Balance, December 31, 2018			181,818

On October 1, 2018 we issued 20,000 shares of our restricted common stock at $.60 per share to a former consultant for $12,000 in sales and marketing services.

Debt Conversion

As summarized below, various noteholders elected to convert their notes payable into shares of our common stock in accordance with terms of their promissory notes from Note C. Our former officer, Philip Grey, converted his accrued wages as well.

			Principal				Interest				Total Converted				Conversion Rate Per Share				Post-Split Shares Issued Upon Conversion
Gulf Coast Capital	January 8, 2018		$	24,090			$	21,376			$	45,466			$	.275				165,331
Mark Bogani	January 8, 2018			12,500				188				12,688				.275				46,138
Stephen Calandrella	January 8, 2018			25,000				375				25,375				.275				92,273
Clifford Thygesen	January 8, 2018			100,000				6,313				106,313				.275				386,593
Kevin Curtis	January 8, 2018			25,000				125				25,125				.275				91,364
Phillip Grey	January 8, 2018			12,500				375				12,875				.275				46,818
Carebourn Capital	May 15, 2018			150,000				-				150,000				.377				397,878
Carebourn Capital	May 22, 2018			50,000				-				50,000				.493				101,419
Carebourn Capital	May 30, 2018			77,775				7,022				84,797				.638				132,723
Avcon Services	May 30, 2018			30,500				5,548				36,048				.275				131,083
Total			$	507,365			$	41,322			$	548,687				-				1,591,620

Preferred Stock

Our Articles of Incorporation provide that we may issue up to 10,000,000 shares of various series of preferred stock. Subject to the requirements of the Colorado Business Corporation Act, the Board of Directors may issue the preferred stock in series with rights and preferences as the Board of Directors may determine appropriate, without shareholder approval. As of December 31, 2018 and 2017, 4,500,000 Series B Preferred shares had been authorized for issuance, and 240,000 Series B preferred shares were issued and outstanding. These 240,000 Series B shares are convertible into 10,909 common shares. On October 26, 2017, our former CEO transferred 80,000 shares of our Series B Preferred stock to our current Chief Executive officer and 80,000 shares to our current Chief Operating Officer.