Stockholders' Deficit | Note 10 - Stockholders' Deficit Common Stock Year ended June 30, 2015 In October 2014, we issued 1,068,000 shares of common stock valued at $64,080 as payment to a service provider. These shares were valued at fair value at the date of issuance. In July 2014 we issued 5,193,328 shares of common stock to various entities and individuals in exchange for cash proceeds of $375,498, net of commissions of $14,359. In addition, the Company also granted these entities and individuals five year, fully vested warrants to purchase 5,193,328 shares of common stock at $0.12 per share. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public. The Company issued rule 144 shares in connection with these issuances. In June 2015, we issued an aggregate of 800,858 shares of common stock to a consultant in exchange for the cancellation of 800,858 fully vested stock options that were granted in December 2012. As a result, the Company recognized compensation cost of $442 to account for the incremental difference in fair value of the 800,858 shares of common stock and the fair value of the cancelled 800,858 stock options. Year ended June 30, 2014 On December 2, 2013, we issued 3,333,333 shares of common stock to convert $100,000 of outstanding principal under the convertible promissory notes (see Note 9). In April 2014, we issued 1,000,000 shares of common stock valued at $90,000 as payment to a service provider. These shares were valued at fair value at the date of issuance. On June 30, 2014 we issued 15,133,330 shares of common stock to various entities and individuals in exchange for net cash proceeds of $1,021,500. In addition, the Company also granted these entities and individuals five year, fully vested warrants to purchase 15,133,330 shares of common stock at $0.12 per share. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public. The Company issued rule 144 shares in connection with these issuances. Preferred Stock On March 17, 2009, the Company filed Amended and Restated Articles of Incorporation and created two new series of preferred stock, the first of which is designated Series A Preferred Stock and the second of which is designated as Series B Preferred Stock. The total number of shares of Common Stock which this corporation shall have authority to issue is 1,000,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock of which 5,000,000 shares are designated as Series A Preferred Stock, and 5,000,000 shares are designated as Series B Preferred Stock, with the rights, preferences and privileges of the Series B Preferred Stock to be designated by the Board of Directors. Each share of Common Stock and Preferred Stock has a par value of $0.001. As of June 30, 2015 and 2014, there are no shares of Series A or Series B Preferred Stock issued and outstanding. Stock Options The Company has not adopted a formal stock option plan. However, it has assumed outstanding stock options resulting from the acquisition of its wholly-owned subsidiary, Hydrodynamic Technology, Inc. In addition, the Company has made periodic non- plan grants. A summary of the stock option activity from June 30, 2015 and 2014 is as follows: Weighted- Average Weighted- Remaining Average Contractual Exercise Life Options Price (Years) Outstanding June 30, 2013 13,611,815 0.10 8.17 - Granted - - - - Forfeited - - - - Exercised - - - - Expired - - - Outstanding June 30, 2014 13,611,815 0.10 6.37 - Granted - - - - Forfeited/Replaced (800,858 ) - - - Exercised - - - - Expired - - - Outstanding at June 30, 2015 12,810,957 0.10 5.35 Exercisable at June 30, 2015 12,810,957 0.10 5.35 In June 2015, the Company cancelled fully vested stock options to purchase 800,858 shares of common stock that were granted to a consultant in prior periods. In exchange for the cancellation, we granted the consultant 800,858 shares of common stock. The intrinsic value of the outstanding options was $330,000 and $590,043 as of June 30, 2015 and 2014, respectively. The following table summarizes additional information concerning options outstanding and exercisable at June 30, 2015. Options Outstanding Options Exercisable Weighted Weighted Weighted Average Average Average Exercise Number Remaining Exercise Number Remaining Price of Shares Life (Years) Price of Shares Life (Years) $ 0.03 11,000,000 5.96 $ 0.03 11,000,000 $ 5.96 $ 0.33 637,297 1.31 $ 0.33 637,297 $ 1.31 $ 0.67 1,173,660 1.68 $ 0.67 1,173,660 $ 1.68 12,810,957 12,810,957 Warrants A summary of the Company's warrant activity and related information from as of June 30, 2015 and 2014 is as follows. Weighted- Average Weighted- Remaining Average Contractual Exercise Life Warrants Price (Years) Outstanding at June 30, 2013 18,433,867 0.09 6.74 Granted 47,362,581 0.07 7.40 Exercised - - - Expired 2,729,934 0.50 - Outstanding at June 30, 2014 63,066,514 0.06 6.91 Granted 5,193,329 0.12 5.00 Exercised - Expired - Outstanding at June 30, 2015 68,259,843 0.07 5.77 Exercisable at June 30, 2015 68,259,843 0.07 5.77 2015 In July of 2014, the Company issued warrants to purchase 5,193,329 shares of common stock to the purchasers of our common stock offering. The warrants are exercisable at $0.12 per share, vesting immediately and expiring in 5 years from the grant date. During the year ended June 30, 2015, the Company recognized compensation expense of $245,375 to account for the fair value of vested warrants granted to a consultant and a member of our Board of Directors. 2014 In October 2013, the Company granted employees warrants to purchase 9,100,000 shares of common stock at $0.04 per share, vesting immediately and expiring in 5 and 10 years from the grant date. The fair value of the warrants amounted to $363,882 using the Black-Scholes Merton valuation model. In October 2013, the Company granted consultants warrants to purchase 13,100,000 shares of common stock at prices ranging from $0.04 up to $0.045 per share, vesting over a period of one year and expiring in 5 and 10 years from the grant date. The fair value of the warrants that vested during the current fiscal year amounted to $726,299 using the Black-Scholes Merton valuation model. In April 2014, the Company granted a total of 9,029,251 warrants to demand note holders pursuant to settlement agreements (see Note 7 and 8). In April 2014, the Company granted a new Board member warrants to purchase 1,000,000 shares of common stock at $0.08 per share which vest over a period of one year and expiring in 5 years from the grant date. The fair value of the warrants at the grant date amounted to $79,764 using the Black-Scholes Merton valuation model. During the year ended June 30, 2014, we recognized a total of $3,324 based upon the vesting of the warrants. In June of 2014, the Company issued warrants to purchase 15,133,330 shares of common stock to the purchasers of our common stock offering. The warrants are exercisable at $0.12 per share, vesting immediately and expiring in 5 years from the grant date. The intrinsic value of the outstanding warrants was $651,999 and $1,551,329 as of June 30, 2015 and 2014, respectively. The following table summarizes additional information concerning warrants outstanding and exercisable at June 30, 2015. Warrants Outstanding Warrants Exercisable Weighted Weighted Weighted Average Average Average Exercise Number Remaining Exercise Number Exercise Price of Shares Life (Years) Price of Shares Price $ 0.04 - 0.07 47,933,184 6.75 $ 0.05 44,641,518 $ 0.05 $ 0.12 20,326,659 4.25 $ 0.12 20,326,659 $ 0.12 68,259,843 68,259,843 The table below represents the assumptions used in valuing the stock options and warrants granted in fiscal 2015 and 2014: Year Ended June 30, 2015 2014 Expected life in years 3 - 10 3 - 10 Stock price volatility 183% - 191% 185% - 232% Risk free interest rate 2.75% - 3.21% 1.44% - 3.50% Expected dividends None None Forfeiture rate 0% 0% The assumptions used in the Black Scholes models referred to above are based upon the following data: (1) the contractual life of the underlying non-employee options is the expected life. The expected life of the employee option is estimated by considering the contractual term of the option, the vesting period of the option, the employees' expected exercise behavior and the post-vesting employee turnover rate. (2) The expected stock price volatility was based upon the Company's historical stock price over the expected term of the option. (3) The risk free interest rate is based on published U.S. Treasury Department interest rates for the expected terms of the underlying options. (4) The expected dividend yield was based on the fact that the Company has not paid dividends to common shareholders in the past and does not expect to pay dividends to common shareholders in the future. (5) The expected forfeiture rate is based on historical forfeiture activity and assumptions regarding future forfeitures based on the composition of current grantees. |