NOTE 6 – STOCKHOLDERS’ DEFICIT

Preferred Stock:

The total number of preferred shares authorized and that may be issued by the Company is 1,500,005 preferred shares with a par value of $0.01. These preferred shares have no rights to dividends, profit sharing or liquidation preferences.

Of the total preferred shares authorized, pursuant to the Certificate of Designation filed on December 9, 2014, 1,500,000 have been designated as Series A preferred stock, with a par value of $0.01 (“Series A Preferred Stock”), of which 500,000 are issued and outstanding as of March 31, 2018. Each holder of outstanding shares of Series A Preferred Stock shall be entitled to voting power equivalent to two shares of Common stock for each share of Series A Preferred Stock held and entitled to vote on all matters, except election or removal of directors of the Company, submitted to a vote of the stockholders of the Company.

Of the total preferred shares authorized, pursuant to the Certificate of Designation filed on June 16, 2015, up to five shares have been designated as Series B preferred stock, with a par value of $0.01 (“Series B Preferred Stock”) and 1 share is issued and outstanding at March 31, 2018. Each holder of outstanding shares of Series B Preferred Stock shall be entitled to voting power equivalent to the number of votes equal to the total number of shares of common stock outstanding as of the record date for the determination of stockholders entitled to vote at each meeting of stockholders of the Company and entitled to vote on all matters submitted or required to be submitted to a vote of the stockholders of the Company.

Common Stock:

Shares issued for services

On August 1, 2017, the Company received an invoice for $30,000 from a third party for six months of consulting services during the period of February 1, 2017 through July 31, 2017. The invoice is payable in shares of the Company’s common stock. The Company has recorded $25,000 in consulting fees related to this invoice for the year ended June 30, 2017 and the balance was recorded in the nine months ended March 31, 2018. On February 15, 2018, the Company issued 234,375 shares and an additional loss on settlement of debt was recorded of $68,438 based on the fair market value on July 31, 2017, when the shares were fully earned, of $0.42.

On May 10, 2017, the Company entered into a seven-month agreement from May 10, 2017 through January 10, 2018, excluding August 2017, with a third party for growth strategy consulting services whereby the Company would issue and deliver to the third party, 7,500 shares of common stock per month as consideration for services. Shares will be valued on the 10^th day of the month they are earned. The contract was terminated in September 2017 and as of March 31, 2018, the Company has recorded consulting fees for 15,000 shares related to two months of services or $9,844. As of the date of filing, no shares have been issued and the Company is negotiating a settlement with the consultant.

On February 1, 2018, the Company received an invoice for $30,000 from a third party for six months of consulting services during the period of August 1, 2017 through January 31, 2018. The invoice is payable in shares of the Company’s common stock. The Company issued 234,375 shares on February 15, 2018 and recorded $30,000 in consulting fees during the nine months ended March 31, 2018. An additional loss on settlement of debt was recorded of $2,813 based on the fair market value on January 31, 2018, when the shares were fully earned, of $0.14.

On December 29, 2017, the Company entered into a one-year consulting agreement with a consultant (the “Consultant”) for certain consulting, advisory and media services. As compensation for such services, the Company agreed to pay (i) an hourly fee of $950 per hour, for up to $71,250 of time-based services; (ii) $9,772 for the preparation of certain marketing materials; (iii) an upfront fee of 500,000 restricted shares of the Company’s common stock, with up to 750,000 additional shares to be issued on the six month anniversary of the date of the consulting agreement at the Company’s sole discretion, and (iv) a marketing bonus equal to 6% of the value of any: (x) business collaboration with the Company which is identified or introduced by the Consultant; or (y) joint venture, licensing, collaboration or similar monetization or strategic transaction (other than any capital-raising transaction) which is identified or introduced by the Consultant. The Company may, in its sole discretion, pay any of the aforementioned fees in cash or shares of the Company’s common stock. If such fees are paid in stock, the number of shares to be paid shall be calculated by dividing the dollar amount of time (or value of the transaction, as the case may be) invoiced in such pay period by, as of the applicable calculation date, the most recent price at which the Company has sold shares of its common stock (or securities convertible into common stock) in a bona fide public or private financing including third party investors. The Company valued the 500,000 shares based on the market price on the agreement date of $0.14 and will recognize $70,000 of consulting expense through the term of the agreement. For the nine months ended March 31, 2018, the Company has recorded $17,835 of expense related to this agreement. On February 15, 2018, the Company issued the 500,000 shares to the Consultant.

During the nine months ended March 31, 2018, The Company issued 130,000 shares of common stock that was recorded as issuable at June 30, 2017.

Shares issued for conversion of convertible debt

On July 5, 2017, pursuant to a conversion notice, $26,000 of principal and $1,121 of interest was converted at $0.54 into 49,946 shares of common stock.

On July 13, 2017, pursuant to a conversion notice, $42,500 of principal was converted at $0.63 into 67,694 shares of common stock.

On July 17, 2017, pursuant to a conversion notice, $16,000 of principal and $732 of interest was converted at $0.40 into 41,623 shares of common stock.

On July 20, 2017, pursuant to a conversion notice, $28,000 of principal and $1,300 of interest was converted at $0.29 into 101,738 shares of common stock.

On July 28, 2017, pursuant to a conversion notice, $22,500 in principal and $1,593 in interest was converted at $0.26 into 93,365 shares of common stock.

On August 2, 2017, pursuant to a conversion notice, $20,000 of principal was converted at $0.28 into 70,897 shares of common stock.

On August 2, 2017, pursuant to a conversion notice, $25,000 of principal and $1,233 of interest was converted at $0.21 into 124,921 shares of common stock.

On August 16, 2017, pursuant to a conversion notice, $25,000 of principal and $1,311 of interest was converted at $0.23 into 112,441 shares of common stock.

On August 17, 2017, pursuant to a conversion notice, $20,000 of principal was converted at $0.30 into 66,171 shares of common stock.

On August 22, 2017, pursuant to a conversion notice, $20,000 of principal and $1,500 of interest was converted at $0.25 into 84,812 shares of common stock.

On August 25, 2017, pursuant to a conversion notice, $25,000 of principal and $1,361 of interest was converted at $0.23 into 112,654 shares of common stock.

On August 29, 2017, pursuant to a conversion notice, $20,000 of principal was converted at $0.24 into 81,926 shares of common stock.

On September 3, 2017, pursuant to a conversion notice, $20,000 of principal and $1,661 of interest was converted at $0.20 into 106,390 shares of common stock.

On September 6, 2017, pursuant to a conversion notice, $12,500 of principal and $714 of interest was converted at $0.19 into 71,042 shares of common stock.

On September 8, 2017, pursuant to a conversion notice, $20,000 of principal was converted at $0.24 into 83,247 shares of common stock.

On September 14, 2017, pursuant to a conversion notice, $15,000 of principal and $450 of interest was converted at $0.15 into 103,000 shares of common stock.

On September 14, 2017, pursuant to a conversion notice, $20,000 of principal and $1,665 of interest was converted at $0.16 into 138,878 shares of common stock.

On September 18, 2017, pursuant to a conversion notice, $20,000 of principal was converted at $0.19 into 107,527 shares of common stock.

On September 25, 2017, pursuant to a conversion notice, $20,000 of principal and $649 of interest was converted at $0.14 into 149,630 shares of common stock.

On September 26, 2017, pursuant to a conversion notice, $30,000 of principal was converted at $0.18 into 168,303 shares of common stock.

On September 26, 2017, pursuant to a conversion notice, $20,000 of principal and $1,716 of interest was converted at $0.15 into 145,257 shares of common stock.

On October 2, 2017, pursuant to a conversion notice, $25,000 of principal and $850 of interest was converted at $0.14 into 187,319 shares of common stock.

On October 4, 2017, pursuant to a conversion notice, $40,000 of principal was converted at $0.18 into 224,404 shares of common stock.

On October 5, 2017, pursuant to a conversion notice, $20,000 of principal and $1,716 of interest was converted at $0.15 into 145,257 shares of common stock.

On October 9, 2017, pursuant to a conversion notice, $30,000 of principal and $1,067 of interest was converted at $0.14 into 215,651 shares of common stock.

On October 10, 2017, pursuant to a conversion notice, $45,000 of principal was converted at $0.19 into 241,835 shares of common stock.

On October 11, 2017, pursuant to a conversion notice, $20,000 of principal and $1,812 of interest was converted at $0.16 into 139,762 shares of common stock.

On October 16, 2017, pursuant to a conversion notice, $20,000 of principal and $1,834 of interest was converted at $0.16 into 134,363 shares of common stock.

On October 18, 2017, pursuant to a conversion notice, $25,000 of principal and $939 of interest was converted at $0.13 into 196,507 shares of common stock.

On October 19, 2017, pursuant to a conversion notice, $30,000 of principal was converted at $0.16 into 193,549 shares of common stock.

On October 23, 2017, pursuant to a conversion notice, $20,000 of principal and $1,884 of interest was converted at $0.11 into 198,045 shares of common stock.

On October 24, 2017, pursuant to a conversion notice, $21,000 of principal and $817 of interest was converted at $0.11 into 202,006 shares of common stock.

On October 27, 2017, pursuant to a conversion notice, $15,000 of principal was converted at $0.09 into 159,958 shares of common stock.

On October 30, 2017, pursuant to a conversion notice, $8,750 of principal and $352 of interest was converted at $0.07 into 144,475 shares of common stock.

On October 30, 2017, pursuant to a conversion notice, $20,000 of principal and $1,902 of interest was converted at $0.07 into 300,851 shares of common stock.

On November 2, 2017, pursuant to a conversion notice, $5,000 of principal and $8,250 of interest was converted at $0.09 into 155,426 shares of common stock.

On November 6, 2017, pursuant to a conversion notice, $12,750 of principal and $533 of interest was converted at $0.05 into 245,158 shares of common stock.

On November 6, 2017, pursuant to a conversion notice, $17,500 of principal was converted at $0.07 into 250,897 shares of common stock.

On November 8, 2017, pursuant to a conversion notice, $20,000 in principal and $2,356 in interest was converted at $0.06 into 382,153 shares of common stock.

On November 13, 2017 pursuant to a conversion notice, $11,000 in principal and $623 in interest was converted at $0.05 into 215,247 shares of common stock.

On November 15, 2017 pursuant to a conversion notice, $20,000 in principal and $2,443 in interest was converted at $0.06 into 383,641 shares of common stock.

On November 17, 2017 pursuant to a conversion notice, $15,000 in principal was converted at $0.07 into 215,054 shares of common stock.

On November 26, 2017 pursuant to a conversion notice, $20,000 in principal and $2,568 in interest was converted at $0.06 into 385,777 shares of common stock.

On November 27, 2017 pursuant to a conversion notice, $20,000 in principal and $1,196 in interest was converted at $0.05 into 392,510 shares of common stock.

On December 1, 2017 pursuant to a conversion notice, $20,000 in principal and $802 in interest was converted at $0.06 into 372,799 shares of common stock.

On December 6, 2017 pursuant to a conversion notice, $21,000 in principal and $1,297 in interest was converted at $0.05 into 412,914 shares of common stock.

On December 8, 2017 pursuant to a conversion notice, $9,900 in principal and $792 in interest was converted at $0.05 into 198,000 shares of common stock.

On December 8, 2017 pursuant to a conversion notice, $42,666 in principal was converted at $0.07 into 611,699 shares of common stock.

On December 11, 2017 pursuant to a conversion notice, $9,900 in principal and $799 in interest was converted at $0.05 into 198,122 shares of common stock.

On December 11, 2017 pursuant to a conversion notice, $27,000 in principal and $1,142 in interest was converted at $0.06 into 504,339 shares of common stock.

On December 11, 2017 pursuant to a conversion notice, $42,666 in principal was converted at $0.07 into 611,699 shares of common stock.

On December 15, 2017 pursuant to a conversion notice, $56,758 in principal was converted at $0.08 into 732,362 shares of common stock.

On December 18, 2017 pursuant to a conversion notice, $30,000 in principal and $2,467 in interest was converted at $0.07 into 478,859 shares of common stock.

On December 19, 2017 pursuant to a conversion notice, $23,000 in principal and $1,013 in interest was converted at $0.07 into 368,867 shares of common stock.

On December 21, 2017 pursuant to a conversion notice, $63,000 in principal was converted at $0.08 into 789,227 shares of common stock.

On December 22, 2017 pursuant to a conversion notice, $25,000 in principal and $2,078 in interest was converted at $0.06 into 429,806 shares of common stock.

On January 2, 2018 pursuant to a conversion notice, $25,000 in principal and $1,178 in interest was converted at $0.07 into 402,121 shares of common stock.

On January 3, 2018 pursuant to a conversion notice, $25,200 in principal and $2,162 in interest was converted at $0.06 into 434,311 shares of common stock.

On January 4, 2018 pursuant to a conversion notice, $25,000 in principal and $1,372 in interest was converted at $0.07 into 398,854 shares of common stock.

On January 9, 2018 pursuant to a conversion notice, $40,000 in principal and $4,581 in interest was converted at $0.07 into 630,384 shares of common stock.

On January 12, 2018 pursuant to a conversion notice, $25,000 in principal and $1,233 in interest was converted at $0.08 into 345,396 shares of common stock.

On January 12, 2018 pursuant to a conversion notice, $7,500 in principal and $875 in interest was converted at $0.07 into 116,000 shares of common stock.

On January 26, 2018 pursuant to a conversion notice, $30,000 in principal and $1,793 in interest was converted at $0.09 into 353,259 shares of common stock.

On January 30, 2018 pursuant to a conversion notice, $40,000 in principal and $2,130 in interest was converted at $0.09 into 492,407 shares of common stock.

On February 4, 2018 pursuant to a conversion notice, $22,500 in principal and $2,650 in interest was converted at $0.08 into 314,571 shares of common stock.

On February 13, 2018 pursuant to a conversion notice, $20,000 in principal and $1,276 in interest was converted at $0.07 into 285,962 shares of common stock.

On February 21, 2018 pursuant to a conversion notice, $40,000 in principal and $4,986 in interest was converted at $0.08 into 571,977 shares of common stock.

On February 23, 2018 pursuant to a conversion notice, $25,000 in principal and $1,173 in interest was converted at $0.07 into 351,782 shares of common stock.

On February 23, 2018 pursuant to a conversion notice, $20,000 in principal and $1,320 in interest was converted at $0.07 into 296,111 shares of common stock.

On February 28, 2018 pursuant to a conversion notice, $60,000 in principal and $4,027 in interest was converted at $0.06 into 1,011,480 shares of common stock.

On March 4, 2018 pursuant to a conversion notice, $40,000 in principal and $5,012 in interest was converted at $0.06 into 760,980 shares of common stock.

On March 5, 2018 pursuant to a conversion notice, $28,000 in principal and $1,375 in interest was converted at $0.06 into 493,526 shares of common stock.

On March 8, 2018 pursuant to a conversion notice, $27,000 in principal and $1,343 in interest was converted at $0.06 into 507,945 shares of common stock.

On March 8, 2018 pursuant to a conversion notice, $50,000 in principal and $3,444 in interest was converted at $0.05 into 989,712 shares of common stock.

On March 11, 2018 pursuant to a conversion notice, $60,000 in principal and $7,906 in interest was converted at $0.06 into 1,173,828 shares of common stock.

On March 14, 2018 pursuant to a conversion notice, $25,000 in principal and $1,756 in interest was converted at $0.05 into 495,473 shares of common stock.

On March 16, 2018 pursuant to a conversion notice, $28,000 in principal and $1,442 in interest was converted at $0.06 into 527,637 shares of common stock.

On March 21, 2018 pursuant to a conversion notice, $50,000 in principal and $2,089 in interest was converted at $0.05 into 964,609 shares of common stock.

On March 26, 2018 pursuant to a conversion notice, $27,000 in principal and $1,450 in interest was converted at $0.06 into 504,251 shares of common stock.

The Company has 98,727,377 shares reserved for future issuances based on lender requirements at March 31, 2018.

Options:

On April 14, 2016 (“Grant Date”), the Board of Directors of the Company, through unanimous written consent, granted 286,000 and 286,000 stock options at an exercise price of $7.50 (market value of the Company’s stock on the Grant Date), to its CEO and to a director, respectively. 95,333 of such stock options vested on April 14, 2016 and expire on April 14, 2021, 95,333 of such stock options shall vest on April 14, 2017 (first anniversary of the Grant Date) and expire on April 14, 2021 and 95,333 of such stock options shall vest on April 14, 2018 (second anniversary of the Grant Date) and expire on April 14, 2021. The fair value of each of the 286,000 options at the Grant Date was $1,962,440 (aggregate total of $3,924,880).

The Company expensed $491,058 for these stock options during the nine months ended March 31, 2018. The Company has unrecognized stock option expense of $163,089 as of March 31, 2018.

Warrants:

As of March 31, 2018, there were 149,517 warrants outstanding and exercisable with expiration dates commencing December 2018 and continuing through November 2020.