Note 9 - Common Stock | Note 9 Common Stock During the first quarter fiscal 2017, we received $5,000 from an investor for 50,000 shares of our common stock at a price of $0.10 per share . During the first quarter fiscal 2017, we issued 100,000 shares of our common stock for consulting services performed in the previous fiscal year. On July 29, 2016, we issued 250,000 shares of our common stock, priced at $0.06 per share, as settlement for a subscription agreement dated March 4, 2016. On December 5, 2016, the Company completed a sale of our restricted common shares to a private investor. The Company sold a total of 1,500,000 shares of restricted common stock at a price of $0.07 per share for an aggregate amount of $105,000 received by the Company. In addition, the Company issued a Warrant to purchase an additional 1,500,000 shares of our restricted common stock at an exercise price of $0.11 per share on or before May 31, 2017. We have determined that the 1,500,000 common stock warrants have an approximate fair value of $43,500. The Black-Scholes pricing model was used to estimate the fair value of the 1,500,000 warrants issued during the period, using the assumptions of a risk free interest rate of 1.1%, dividend yield of 0%, volatility of 209%, and an expected life of 6 months. The warrant expired and was not exercised. At March 31, 2017, the total issued and outstanding shares were 58,566,787. Equity Compensation Plan On March 19, 2013, we entered into an agreement with Wm Chris Mathers to compensate Mr. Mathers as the Companys CFO with 100,000 shares of the Companys stock upon execution of the consulting agreement, and an option to purchase 1,000,000 shares valued at $0.14 per share under a 5 year term expiring March 19, 2018. These options vest 25% upon the execution of the agreement and 25% upon each six month anniversary from the date of the agreement, provided Mr. Mathers continues to provide consulting or employment services to the Company on the vesting dates. The Black-Scholes pricing model was used to estimate the fair value of the 1,000,000 options issued during the period, using the assumptions of a risk free interest rate of 1.1%, dividend yield of 0%, volatility of 482%, and an expected life of 5 years. We have determined these options to have an approximate fair value of $140,000. Since Mr. Mathers award vests over an 18 month period, the Company is expensing a total of approximately $5,833 monthly, beginning in April 2013, for this award over the 18 month vesting period in accordance with FASB ASC 718. As of the date of this filing, all 1,000,000 options have vested. On November 11, 2013, the Company entered into a one-year consulting agreement with Lyons Capital, LLC to provide strategic advisory services and to provide the Company introductions to potential institutional investors through Lyons Capitals Wall Street Conferences. Lyons Capital received 1,000,000 warrants to purchase restricted common shares of our stock with a strike price of $0.23 per share, expiring on December 10, 2016. The fair value of the warrants issued was $349,224 and vest upon issuance. Variables used in the Black-Scholes option-pricing model for the warrants issued include: (1) discount rate of 1.10%, (2) term of 2.75 years, (3) expected volatility of 361%, and (4) zero expected dividends. The warrants expired unexercised. On January 25, 2015, the Company authorized the issuance of a total of 5,200,000 options to purchase the Companys restricted common stock to the executive officers and consultants. The Companys Board of Directors authorized and implemented the options by virtue of its adopting a plan entitled the 2015 Omnibus Incentive Plan. The options are good for a period of ten years from January 25, 2015, expiring on January 25, 2025. The exercise price per share is $0.08 based upon the closing price of the Companys common stock on January 23, 2015 of $0.07 per share. All options vest immediately. With respect to these options, the Black-Scholes pricing model was used to estimate the fair value of the 5.2 million options issued during the period, using the assumptions of a risk free interest rate of 1.10%, dividend yield of 0%, volatility of 341% and an expected life of 10 years. These options were expensed immediately in the amount of approximately $364,000. On March 27, 2015 the Company authorized the issuance of an additional 900,000 options to purchase the Companys restricted common stock for the three members of the Companys Strategic Advisory Board. The options are exercisable for a period of ten years from March 27, 2015, expiring on March 27, 2025. The exercise price per share is $0.13 based upon the closing price of the Companys common stock on March 27, 2015 of $0.11 per share. All options vest immediately. With respect to these options, the Black-Scholes pricing model was used to estimate the fair value of the 900,000 options issued during the period, using the assumptions of a risk free interest rate of 1.10%, dividend yield of 0%, volatility of 1,918% and an expected life of 10 years. These options were expensed immediately in the amount of approximately $99,000. The Company relied upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the options for the sale of the restricted stock. The Purchasers of these securities were accredited investors pursuant to Section 501(a) of the Securities Act, who provided the Company with representations, warranties and information concerning their qualifications as accredited investors. The Company provided and made available to the Purchasers full information regarding our business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. The Purchasers acquired the options to purchase the restricted common stock for their own accounts, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. By their terms, the options are not transferable. By virtue of restrictions on the shares issuable by the Company when the options are exercised, the restricted shares so purchased cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Actthe existence of any such exemption subject to legal review and approval by the Company. |