NOTE 15 – STOCKHOLDERS’ DEFICIT

At December 31, 2016 and 2015, the Company’s stockholders’ equity transactions consisted of the following:

Date Securities Issued	Securities Title	Issued To	Number of Securities Issued		Price per share		Consideration		Number of Warrants		Footnotes
Common Stock Issuances
Sale of Common Shares for Cash
Year ended December 31, 2016	Restricted Common Stock	Private Purchasers		5,000,000	$	0.010	$	50,000		—		1
Year ended December 31, 2016	Restricted Common Stock	Private Purchaser		3,500,000	$	0.006	$	21,000		—		2

Issuance of Common Shares for Converted Notes Payable
Year ended December 31, 2016	Restricted Common Stock	Private Investor		2,613,963	$	0.004	$	10,456		—		3

Issuance of Common Shares for Services
Year ended December 31, 2016	Restricted Common Stock	Independent Consultant		1,639,490		Varied (4)	$	8,513		—		4

We relied in each case for these unregistered sales on the private offering exemption of Section 4(a)(2) of the Securities Act and/or the private offering safe harbor provision of Rule 506 of Regulation D promulgated thereunder based on the following factors: (i) the number of offerees or purchasers, as applicable, (ii) the absence of general solicitation, (iii) representations obtained from the acquirer’s relative to their accreditation and/or sophistication (or from offeree or purchaser representatives, as applicable), (iv) the provision of appropriate disclosure, and (v) the placement of restrictive legends on the certificates reflecting the securities coupled with investment representations obtained from the acquirer’s.

(1) These subscriptions by individual investors were part of a private offering of securities. The purchase price was $0.01 per share, and the aggregate proceeds amounted to $50,000, all of which was paid in cash.

(2) This subscription by an individual investor was part of a private offering of securities. The purchase price was $0.006 per share, and the aggregate proceeds amounted to $21,000, all of which was paid in cash.

(3) Issued upon election by an investor to convert an outstanding note to equity at a price equal to $0.004 per share. Inclusive of accrued interest, the note totaled $10,456 as of the date of conversion. See Notes 7 and 10.

(4) This subscription by an individual investor was part of a private offering of securities. The purchase price, which represented a total value of $8,513, and all of which was paid for in the form of business development services previously performed for the benefit of the Company, was established for purposes of valuation on the basis of the closing price of the Company common stock on those days during which such services were performed.

Date Securities Issued	Securities Title	Issued To	Number of Securities Issued		Price per share		Consideration		Number of Warrants		Footnotes
Common Stock Issuances
Sale of Common Shares for Cash
Year ended December 31, 2015	Restricted Common Stock	Private Purchasers		42,500,000	$	0.010	$	425,000		4,250,000		1
Year ended December 31, 2015	Restricted Common Stock	Private Purchaser		4,000,000	$	0.005	$	20,000		—		2
Year ended December 31, 2015	Restricted Common Stock	Outside Director		4,000,000	$	0.005	$	20,000		—		2

Issuance of Common Shares for compensation to employees, executive officers and board of directors
Year ended December 31, 2015	Restricted Common Stock	Outside Directors		2,071,429	$	0.014	$	29,000		—		3

Issuance of Common Shares for compensation to contractors
Year ended December 31, 2015	Restricted Common Stock	Consultants		6,000,000	$	0.014	$	84,000		—		4

We relied in each case for these unregistered sales on the private offering exemption of Section 4(a)(2) of the Securities Act and/or the private offering safe harbor provision of Rule 506 of Regulation D promulgated thereunder based on the following factors: (i) the number of offerees or purchasers, as applicable, (ii) the absence of general solicitation, (iii) representations obtained from the acquirer’s relative to their accreditation and/or sophistication (or from offeree or purchaser representatives, as applicable), (iv) the provision of appropriate disclosure, and (v) the placement of restrictive legends on the certificates reflecting the securities coupled with investment representations obtained from the acquirer’s.

(1) These subscriptions by individual investors were part of a private unit offering of securities commenced as of December 8, 2014 and pursuant to which each unit, priced at $10,000 each, consisted of 1,000,000 shares of common stock (representing a price of $0.01 per share) and a warrant to purchase an additional 100,000 shares of common stock at an exercise price of $0.10 per share for up to one year. The aggregate proceeds realized by the Company under these subscriptions amounted to $425,000, all of which was paid in cash.

(2) These subscriptions by individual investors, one of which was an outside board member, were part of a private offering of securities. The purchase price was $0.005 per share, and the aggregate proceeds amounted to $40,000, all of which was paid in cash.

(3) These subscriptions by our outside directors were part of a private offering of securities. The purchase price was $0.014 per share, representing a total value of $29,000, all of which was paid in the form of director services during the period January 2014 through December 2014. The purchase price was established based on the closing price of our common stock on the date of grant, March 6, 2015.

(4) These subscriptions by individual investors were part of a private offering of securities. The purchase price was $0.014 per share, representing a total value of $84,000, all of which was paid in the form of consulting, planning, research and development, and enhancement of sales services previously performed. The purchase price was established based on the closing price of our common stock on the date of grant, March 6, 2015

COMMON STOCK

For the year ended December 31, 2015, the Company cancelled 75,345 shares of common stock that was initially part of the Merger Agreement. These shares were cancelled due to an error in initially calculating the number of shares to be issued upon conversion following the merger with EcoSmart.

Finally, during the year ended December 31, 2015 the Company accepted the cancellation of 2,192,500 shares of common stock held by the CEO and majority-controlling stockholder of EcoSmart prior to the merger.

COMMON STOCK WARRANTS

For the year ended December 31, 2016, the Company did not issue any warrants. For the year ended December 31, 2015, the Company issued warrants to individuals in connection with certain Company common stock subscriptions. Each such warrant enabled the holder to purchase up to an additional 100,000 (4,250,000 in total) shares of common stock (beyond their otherwise subscribed-for shares) for a period of up to one year at an exercise price of $0.10 per share. During the years ended December 31, 2016 and 2015, none of such warrants were exercised. Fourteen warrants, exercisable in the aggregate for a total of 4,250,000 shares of common stock, expired prior to exercise during the year ended December 31, 2016. As of December 31, 2016, there were no warrants outstanding.