Quarterly report pursuant to Section 13 or 15(d)


9 Months Ended
Sep. 30, 2019
Stockholders' Equity Note [Abstract]  


On March 14, 2019, noteholders including Vincent L. Celentano, the Company’s former chairman and chief executive officer, converted their convertible notes payable with a principal balance of $378,000. The noteholders converted all principal and accrued interest under these notes in the amount of $509,178 (which includes interest accrued through February 26, 2019) in exchange for 1,700,985 restricted common shares of the Company. At the time of conversion, these notes were no longer considered related party notes effective upon the resignation of Mr. Celentano as chairman and chief executive officer.

On May 1, 2019, holders of warrants to purchase common stock were given the opportunity to exercise their warrants at a 20% discount to their original strike price in an effort to raise additional operating capital. Holders were given until May 15, 2019 to exercise at the discounted rate. On May 17, 2019, the Company agreed to issue 17,710,715 shares of its common stock, par value $.001 per share, in exchange for $1,168,600 as the result of the discounted exercise of certain outstanding warrants issued by the Company in the past to various accredited investors. In connection with the issuance of common stock, $292,150 was recognized as a deemed dividend on the warrants, which represents the intrinsic value of the discounted exercise price of the warrants exercised as the holders of the warrants are also common shareholders.

On September 24, 2019, a noteholder converted their convertible note payable with principal and accrued interest under the note in the amount of $21,923 in exchange for 438,452 restricted common shares and 266,667 five-year warrants with a strike price of $0.075 per share.  In connection with the issuance of the common stock, $66,782 was recognized as a deemed dividend on the warrants, which represents the intrinsic value of the warrants received as a part of the conversion.

On September 24, 2019, the Company issued 50,000 restricted common shares to two investors (25,000 to a related party and 25,000 to an unrelated party) as part of previous financing arrangements made with the Company.  The common shares were valued at $9,250 ($0.185 per share) and have been recorded as a loan commitment fee.  

During the nine months ended September 30, 2019, the Company issued 38,989,285 restricted common shares for proceeds received in the amount of $2,428,600 from the sale of stock from accredited investors and related parties, including the $1,168,600 from the discounted warrant exercise. Included in the total shares issued, 13,000,000 of these shares were issued to related parties.