NOTE 5 – EQUITY

Preferred Stock

In January 2017, the Company increased the number of authorized shares of preferred stock from 5 million to 50 million shares.

During the three months ended March 31, 2017, the Company issued subscriptions on 200,000 shares of Series A convertible preferred stock at $1.00 per share. This preferred stock accrues an annual dividend of six percent until conversion.

The Series A convertible preferred stock is convertible, along with any accrued dividends, into common stock at a twenty-five percent discount to the selling price of the common stock in a qualified offering, as defined in the subscription agreement. In addition, the Company shall have the ability to force the conversion of preferred stock at such time the Company has a market capitalization in excess of $50 million for ten consecutive trading days. In such event, the conversion price shall be a 25% discount to the average closing price of the Company’s common stock over the ten trading days prior to the Company’s notice of its intent to convert.

During the three months ended March 31, 2018, all 500,000 shares of subscribed Series A preferred stock were converted into 970,989 shares of common stock at a conversion price of $0.55.

Common Stock

In January 2017, the Company increased the number of authorized shares of common stock from 100 million to 500 million shares.

During the three months ended March 31, 2018, the Company sold 1,200,000 shares of common stock at a price of $0.50 per share, resulting in total proceeds of $600,000. During the same period in 2017, the Company sold 6,467,778 shares of common stock at prices of $0.18 and $0.25 per share, resulting in total proceeds of $1,300,000.

During the three months ended March 31, 2018 and 2017, the Company issued 170,000 and 169,487 shares, respectively, of common stock for services rendered by the former CFO of the Company. Based on the market value of the common stock on the dates of the two issuances, the Company recorded non-cash losses of approximately $112,000 in 2018 and $18,000 in 2017.

During the three months ended March 31, 2018, the Company issued 125,000 shares of common stock to settle an outstanding obligation. The Company recorded a non-cash loss of approximately $91,000 based on the market value of the common stock on the issuance date.

Common Stock Subscriptions

During the three months ended March 31, 2018, the Company issued subscriptions on 1,319,432 shares of common stock, at prices of $0.65 and $0.95 per share, resulting in total proceeds of $875,000. No subscriptions on common stock were issued during the same period in 2017.

In February 2018, two promissory notes totaling $975,000 were converted into subscriptions on 1,346,153 shares of common stock. Based on the market value of the common stock on the conversion dates, the Company recorded a non-cash loss on these conversions of approximately $552,000.

During the three months ended March 31, 2018, the Company issued subscriptions on 738,462 shares of common stock to settle an outstanding obligation. The Company recorded a non-cash loss of approximately $459,000 based on the market value of the common stock on the settlement date.

All of the subscriptions on common stock referred to above are reflected under the caption Common Stock Subscriptions within the current liabilities section of the Company’s balance sheet.

Membership Interests

During the three months ended March 31, 2017, the Company issued 1,667 Class A membership units of Mari Holdings MD LLC, a majority-owned subsidiary, for $150,000. These units represented 0.33% ownership of this subsidiary at March 31, 2017. No membership units were issued during the three months ended March 31, 2018.