RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)
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|
|
|
1 Months Ended |
2 Months Ended |
10 Months Ended |
12 Months Ended |
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|
|
|
|
Jul. 02, 2015 |
Dec. 03, 2014 |
Nov. 01, 2014 |
Oct. 27, 2019 |
Oct. 25, 2019 |
Aug. 23, 2019 |
Sep. 30, 2016 |
May 31, 2011 |
Dec. 31, 2019 |
Oct. 31, 2019 |
Dec. 31, 2019 |
Dec. 31, 2018 |
Dec. 09, 2019 |
Aug. 28, 2019 |
Apr. 30, 2018 |
Mar. 08, 2017 |
Jul. 01, 2015 |
Outstanding accounts payable conversion percentage into common stock |
|
50.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock conversion price |
|
|
$ 0.09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attorney fees and costs |
|
$ 214,334
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Legal fees in accounts payable, percentages |
|
50.00%
|
|
|
|
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|
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|
|
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|
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|
|
|
|
Attorney fees and costs, percentages |
|
|
50.00%
|
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|
|
|
|
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|
|
|
|
Convertible accounts payable, amount |
|
|
|
|
|
|
|
|
$ 270,086
|
|
$ 270,086
|
$ 201,831
|
|
|
|
|
|
Common shares issuable upon extinguishment of related party debt |
|
|
|
|
|
|
|
|
|
|
2,561,980
|
2,242,565
|
|
|
|
|
|
Exercise price |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 112,871
|
|
Debt amount |
|
|
|
|
|
|
|
|
31,662
|
|
$ 31,662
|
$ 31,662
|
|
|
|
|
|
Debt amount after debt forgiveness |
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
$ 31,662
|
|
Acquired shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,248,932
|
|
Accrued interest |
|
|
|
|
|
|
|
|
9,508
|
|
9,508
|
5,539
|
|
|
|
|
|
Note payable amount |
|
|
|
|
|
|
|
|
$ 74,672
|
|
74,672
|
74,672
|
|
|
|
|
|
Rent expense |
|
|
|
|
|
|
|
|
|
|
$ 39,315
|
39,315
|
|
|
|
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Stock subscription payable |
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|
|
|
|
|
|
|
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$ 1,271
|
|
|
|
|
|
Common stock, shares issued |
|
|
|
|
|
|
|
|
214,626,540
|
|
214,626,540
|
109,409,930
|
|
|
|
|
|
Series A Convertible Preferred Stock |
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|
|
|
|
|
|
|
|
|
|
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Additional paid-in capital |
|
|
|
|
|
|
|
|
$ 15,969,311
|
|
$ 15,969,311
|
$ 14,887,804
|
|
|
|
|
|
Stock subscriptions payable |
|
|
|
|
|
|
|
|
79,624
|
|
79,624
|
1,271
|
|
|
|
|
|
Gain on related party debt conversion |
|
|
|
|
|
|
|
|
|
|
39,992
|
|
|
|
|
|
|
Related party payables converted to capital |
|
|
|
|
|
|
|
|
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|
$ 59,500
|
$ 28,829
|
|
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|
Share Exchange Agreement (the "Justus SEA") [Member] |
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|
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Common stock, shares issued |
|
|
|
|
|
8,679,320
|
|
|
|
|
|
|
|
|
|
|
|
Preferred shares exchange value |
|
|
|
|
|
$ 867,932
|
|
|
|
|
|
|
|
|
|
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|
Common stock issued price per share |
|
|
|
|
|
$ 0.10
|
|
|
|
|
|
|
|
|
|
|
|
Series A Convertible Preferred Stock |
|
|
|
|
|
867,932
|
|
|
|
|
|
|
|
|
|
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|
Net reduction of Additional paid-in capital |
|
|
|
|
|
$ 831,045
|
|
|
|
|
|
|
|
|
|
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Additional paid-in capital |
|
|
|
|
|
$ 831,045
|
|
|
|
|
|
|
|
|
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|
Share Exchange Agreement (the "Lanphere SEA") [Member] |
|
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|
|
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|
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|
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|
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|
Common stock, shares issued |
|
|
|
|
|
5,206,430
|
|
|
|
|
|
|
|
|
|
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Preferred shares exchange value |
|
|
|
|
|
$ 520,643
|
|
|
|
|
|
|
|
|
|
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|
Common stock issued price per share |
|
|
|
|
|
$ 0.10
|
|
|
|
|
|
|
|
|
|
|
|
Series A Convertible Preferred Stock |
|
|
|
|
|
520,643
|
|
|
|
|
|
|
|
|
|
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Net reduction of Additional paid-in capital |
|
|
|
|
|
$ 498,516
|
|
|
|
|
|
|
|
|
|
|
|
Additional paid-in capital |
|
|
|
|
|
498,516
|
|
|
|
|
|
|
|
|
|
|
|
Debt Conversion and Common Stock Purchase Plan (the "Mishal" SPA) [Member] |
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Accrued interest |
|
|
|
|
|
$ 11,478
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, shares issued |
|
|
|
|
|
13,134,420
|
|
|
|
|
|
|
|
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Additional paid-in capital |
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|
|
|
|
$ 657
|
|
|
|
|
|
|
|
|
|
|
|
Purchase price of shares |
|
|
|
|
|
56,478
|
|
|
|
|
|
|
|
|
|
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|
Related party notes payable |
|
|
|
|
|
$ 45,000
|
|
|
|
|
|
|
|
|
|
|
|
Debt Instrument, Convertible, Conversion Price |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.0043
|
|
|
|
Convertible promissory note agreement [Member] | Minimum [Member] |
|
|
|
|
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|
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Related party transaction, expiration date |
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|
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|
Dec. 31, 2017
|
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Annual accrual compensation description |
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Mr. Bennington agreed to decrease his yearly compensation, and resulting yearly accrual, to $120,000 per year with no yearly increases as stipulated in years 2 through 5.
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Nick Noceti [Member] |
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Exercise price |
|
|
|
|
$ 0.00792
|
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|
|
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|
Charles Bennington [Member] |
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|
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|
|
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Exercise price |
|
|
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|
$ 0.00792
|
|
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"Bennington SPA" [Member] | Common Stock Purchase Agreement [Member] |
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Common stock, shares issued |
|
|
|
|
|
14,000,000
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued price per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0425
|
|
|
|
Additional paid-in capital |
|
|
|
|
|
$ 535,500
|
|
|
|
|
|
|
|
|
|
|
|
Debt Instrument, Forgiveness |
|
|
|
|
|
$ 595,000
|
|
|
|
|
|
|
|
|
|
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|
Due to related party and accrued compensation |
|
|
|
|
|
|
|
|
474,156
|
|
$ 474,156
|
$ 474,156
|
|
|
|
|
|
Lanphere Law Group [Member] |
|
|
|
|
|
|
|
|
|
|
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|
Debt amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 214,334
|
Maturity date |
Dec. 02, 2015
|
|
|
|
|
|
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|
|
|
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|
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|
Debt Instrument, Forgiveness |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
108,000
|
Stock subscription payable, shares conversion |
|
|
|
|
|
|
|
|
|
|
508,686
|
562,688
|
|
|
|
|
|
Debt instrument principal value, after forgivness |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 106,335
|
Stock subscriptions payable |
|
|
|
|
|
|
|
|
$ 3,144
|
|
$ 3,144
|
$ 1,271
|
|
|
|
|
|
Outstanding accounts payable |
|
$ 428,668
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on related party debt conversion |
$ 108,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquired additional shares of common stock |
|
|
|
|
|
|
|
|
15,103,261
|
|
15,103,261
|
|
|
|
|
|
|
Related party payables converted to capital |
|
|
|
|
|
|
|
|
|
|
$ 26,875
|
28,400
|
|
|
|
|
|
Number of warrants outstanding |
|
|
|
|
|
|
|
|
27,400,745
|
|
27,400,745
|
|
|
|
|
|
|
Lanphere Law Group [Member] | December 3 2014 [Member] |
|
|
|
|
|
|
|
|
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|
|
|
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|
Debt amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 74,672
|
|
Outstanding accounts payable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 38,199
|
|
Lanphere Law Group [Member] | Debt Conversion and Common Stock Purchase Plan (the "Mishal" SPA) [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, shares issued |
|
|
|
|
|
21,400,745
|
|
|
|
|
|
|
|
|
|
|
|
Additional paid-in capital |
|
|
|
|
|
$ 5,350
|
|
|
|
|
|
|
|
|
|
|
|
Purchase price of shares |
|
|
|
|
|
96,303
|
|
|
|
|
|
|
|
|
|
|
|
Related party notes payable |
|
|
|
|
|
77,927
|
|
|
|
|
|
|
|
|
|
|
|
Debt Instrument, Convertible, Conversion Price |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.0045
|
|
|
|
Accrued interest |
|
|
|
|
|
$ 18,376
|
|
|
|
|
|
|
|
|
|
|
|
Lanphere Law Group [Member] | LeaseArrangement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Rent expense |
|
|
|
|
|
|
|
|
|
|
$ 52,420
|
$ 52,420
|
|
|
|
|
|
Rent expense, monthly |
|
|
|
|
|
|
|
|
$ 4,100
|
|
$ 4,100
|
|
|
|
|
|
|
Term of operating lease description |
|
|
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|
|
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|
The term of this operating lease runs from July 1, 2015 to June 30, 2019.
|
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|
Equity Incentive Plan [Member] | Nick Noceti [Member] |
|
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Shares acquire |
|
|
|
|
800,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise price |
|
|
|
|
$ 0.00792
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair market value of common stock |
|
|
|
|
110.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
Option vesting description |
|
|
|
|
Option vesting quarterly over a two-year period commencing January 1, 2020.
|
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|
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|
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|
Equity Incentive Plan [Member] | Charles Bennington [Member] |
|
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|
|
|
|
|
|
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|
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|
|
|
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|
Shares acquire |
|
|
|
|
800,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise price |
|
|
|
|
$ 0.00792
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair market value of common stock |
|
|
|
|
110.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
Option vesting description |
|
|
|
|
Option vesting quarterly over a one-year period commencing January 1, 2020.
|
|
|
|
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|
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|
Gary Graham [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise price |
|
|
|
|
$ 0.00792
|
|
|
|
|
|
|
|
|
|
|
|
|
Gary Graham [Member] | Equity Incentive Plan [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares acquire |
|
|
|
|
800,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise price |
|
|
|
|
$ 0.00792
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair market value of common stock |
|
|
|
|
110.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
Option vesting description |
|
|
|
|
Option vesting quarterly over a one-year period commencing January 1, 2020.
|
|
|
|
|
|
|
|
|
|
|
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|
Mr. Bennington [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Monthly Salary |
|
|
|
|
|
|
$ 5,000
|
|
|
|
|
|
|
|
|
|
|
Mr. Braiker [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise price |
|
|
|
|
|
|
$ 0.0045
|
|
|
|
|
|
|
|
|
|
|
Accrued compensation description |
|
|
|
|
|
|
In September 2016, before the expiration of Mr. Bennington’s contract, the Company appointed Ivan Braiker as its sole CEO, and Mr. Bennington subsequently took a role as a member of the Board of Directors at a monthly rate of $5,000. In connection with his appointment, Mr. Braiker entered into a letter agreement with the Company, under which he accrued a monthly retainer of $7,500, to be paid only if the Company successfully closed financing of at least $200,000.
|
|
|
|
|
|
|
|
|
|
|
Accrued a monthly retainer amount |
|
|
|
|
|
|
$ 7,500
|
|
|
|
|
|
|
|
|
|
|
Common stock option granted |
|
|
|
|
|
|
1,500,000
|
|
|
|
|
|
|
|
|
|
|
Fair value amount |
|
|
|
|
|
|
$ 6,290
|
|
|
|
|
|
|
|
|
|
|
Cancellation of stock option granted to related party |
|
|
|
|
|
|
|
|
|
|
1,500,000
|
|
|
|
|
|
|
Employment Agreement [Member] | Mr. David Gandini [Member] |
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
Annual base salary |
|
|
|
|
$ 185,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturity date |
|
|
|
|
Oct. 24, 2022
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock vested amount |
|
|
|
|
|
|
|
|
$ 57,574
|
|
$ 57,574
|
|
|
|
|
|
|
Common stock shares veasted |
|
|
|
|
|
|
|
|
7,999,732
|
|
7,999,732
|
|
|
|
|
|
|
Shares acquire |
|
|
|
|
24,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise price |
|
|
|
|
$ 0.00792
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair market value of common stock |
|
|
|
|
110.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate of additional option shares |
|
|
|
|
8,000,000
|
|
|
|
|
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Stock options description |
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Stock options to vest in 36 equal monthly installments of 666,666 shares during the three-year term of the Gandini Agreement
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Pre-vesting option shares |
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6,666,600
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Stock options term |
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10 years
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Remaining pre-vesting option shares |
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1,333,400
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Employment Agreement [Member] | Mr. Kevin Moore [Member] |
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Annual base salary |
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$ 213,000
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Maturity date |
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Oct. 24, 2022
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Common stock vested amount |
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$ 14,080
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$ 14,080
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Common stock shares veasted |
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1,955,554
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1,955,554
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Shares acquire |
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35,200,000
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Exercise price |
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$ 0.00792
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Fair market value of common stock |
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110.00%
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Stock options description |
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Stock options to vest in 36 equal monthly installments of 977,777 shares during the three-year term of the Moore Agreement.
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Common stock, shares issued |
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800,000
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Employment Agreement [Member] | Mr. Bennington [Member] | First Year [Member] |
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Related party payables |
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$ 120,000
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Employment Agreement [Member] | Mr. Bennington [Member] | Second Year [Member] |
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Related party payables |
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156,000
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Employment Agreement [Member] | Mr. Bennington [Member] | Third Year [Member] |
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Related party payables |
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172,000
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Employment Agreement [Member] | Mr. Bennington [Member] | Fourth Year [Member] |
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Related party payables |
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190,000
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Employment Agreement [Member] | Mr. Bennington [Member] | Fifth Year [Member] |
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Related party payables |
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$ 208,000
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