Note 8. Stockholders' (deficit) | 12 Months Ended |
Dec. 31, 2013 |
Notes | ' |
Note 8. Stockholders' (deficit) | ' |
Note 8. Stockholders’ (Deficit) |
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Common Shares |
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On January 28, 2010, the Company entered into and consummated the transaction contemplated under a Subscription Agreement with one investor. Under the terms of the Agreement, the Company agreed to issue 2,500,000 shares of its common stock at $0.40 per share and warrants to purchase an additional 7,500,000 shares in three tranches, as follows: a three year warrant to purchase 2,500,000 shares of common stock at $0.40 per share; a four year warrant to purchase 2,500,000 shares at $0.65 per share; and a five year warrant to purchase 2,500,000 shares of common stock at $0.75 per share. |
One half of the securities were issued in January 2010 for a purchase price of $500,000. The remainder was issued on March 2010 for a purchase price of $500,000. |
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In addition, during the year ended December 31, 2010 the Company issued 1,653,645 shares of common stock pursuant to a private placement at prices of $0.40 and $0.50 per shares and received cash proceeds of $701,823. |
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During the year ended December 31, 2010, the Company issued an aggregate of 169,500 shares of common stock for services rendered and recorded stock based compensation of $84,750. The value ascribed to these shares of $0.50 per share was based on the price at which the Company had sold shares pursuant to a private placement. |
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During March 2010 the Company issued 500,000 shares of common stock in exchange for the conversion of $250,000 of debt due to a director. The value ascribed to these shares of $0.50 per share was based on the price at which the Company had sold shares pursuant to a private placement. In addition, this director received warrants to purchase common stock as follows: |
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A three year warrant to purchase 500,000 shares of common stock at $0.50 per share |
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A four year warrant to purchase 500,000 shares of common stock at $0.75 per share |
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A five year warrant to purchase 500,000 shares of common stock at $0.85 per share |
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The warrants were valued at $245,384 which was charged to operations using the Black-Scholes option pricing model with the following assumptions. |
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Expected volatility | 40 - 60% | | | | | | | | | | | | | | | | | | | | | |
Expected dividends | 0% | | | | | | | | | | | | | | | | | | | | | |
Expected term (in years) | 3.0 to 5.0 | | | | | | | | | | | | | | | | | | | | | |
Risk-free rate | 2.33 to 3.38% | | | | | | | | | | | | | | | | | | | | | |
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During the year ended December 31, 2011 the Company issued 2,438,000 shares of common stock pursuant to a private placement at prices of $0.40 and $0.50 per shares and received cash proceeds of $1,031,500. |
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During the year ended December 31, 2011, the Company cancelled 36,000 shares of common stock issued in prior years. |
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During the year ended December 31, 2011 the Company issued 20,000 shares of common stock for inventory valued at $10,000. |
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Stock options |
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The 2008 Incentive Stock Option Plan (the "2008 Incentive Plan") was adopted by the Board of Directors on May 22, 2008. The Board of Directors has initially reserved 10,000,000 shares of Common Stock for issuance under the 2008 Incentive Plan and shall administer the Plan. Under the Plan, options may be granted which are intended to qualify as Incentive Stock Options ("ISOs") under Section 422 of the Internal Revenue Code of 1986 (the "Code") or which are not ("Non-ISOs") intended to qualify as Incentive Stock Options there under. |
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The purchase price of the Common Shares subject to each ISO shall not be less than the fair market value (as set forth in the 2008 Incentive Plan), or in the case of the grant of an ISO to a Principal Stockholder, not less than 110% of fair market value of such Common Shares at the time such Option is granted. The purchase price of the Common Shares subject to each Non-ISO shall be determined at the time such Option is granted, but in no case less than 85% of the fair market value of such Common Shares at the time such Option is granted. |
During September 2009, the Company granted options to employees and consultants to purchase 505,000 shares of common stock, at a price of $0.50 per share, which was the fair value of the underlying common shares at the grant date based on sales of common shares for cash. The options expire in September 2014. These options vest over the stated term. During the 12 month period ended December 31, 2012, 75,000 option shares were forfeited due to employee terminations. There were no granted options or forfeitures during the 12 month period ended December 31, 2013. |
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During September 2009, the company granted options to Directors to purchase 300,000 shares of common stock, at a price of $0.50 per share, which was the fair value of the underlying common shares at the grant date based on sales of common shares for cash. The options expire in September 2019. These options vest in equal annual amounts on the first three anniversary dates of the grant. |
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During the year 2011, the Company granted options to an employee to purchase 25,000 shares of common stock and options to purchase 300,000 shares were granted to the Company’s Chief Financial Officer at an exercise price of $0.50 per share. These options vest 25% after the first 6 months and then 25% per year beginning 18 months from the grant date and expire 5 years from the grant date. |
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The fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model, using the assumptions noted in the following table. Expected volatility is typically based on the historical volatility of the Company’s stock, and other factors. Because the shares of the Company were not traded until late 2011, volatility was estimated at 40 - 60% through early 2011, and 100% later in 2011 as trading began. The risk-free rates used to value the options are based on the U.S. Treasury yield curve in effect at the time of grant. |
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The total fair value of the options is $292,262 and the cost recognized for the years ended December 31, 2013 was $61,904, which was recorded as general and administrative expenses. |
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In valuing the options issued, the following assumptions were used; |
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Expected volatility | 40 - 100% | | | | | | | | | | | | | | | | | | | | | |
Expected dividends | 0% | | | | | | | | | | | | | | | | | | | | | |
Expected term (in years) | 3.4 to 10.0 | | | | | | | | | | | | | | | | | | | | | |
Risk-free rate | 0.38% to 2.33 | | | | | | | | | | | | | | | | | | | | | |
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A summary of option activity under the Plan during the years ended December 31, 2013and 2012 is presented below: |
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| Shares | | Weighted- Average Exercise Price | | Weighted- Average Remaining Contractual Term | | Intrinsic Value | | | | | | | | | | | | | | | |
Outstanding at December 31, 2009 | 805,000 | | $ 0.50 | | 5.9 | | $ 0.00 | | | | | | | | | | | | | | | |
Granted | - | | - | | - | | - | | | | | | | | | | | | | | | |
Expired | - | | - | | - | | - | | | | | | | | | | | | | | | |
Outstanding at December 31, 2010 | 805,000 | | $ 0.50 | | 4.9 | | $ 0.00 | | | | | | | | | | | | | | | |
Granted | 325,000 | | $ 0.50 | | 4.4 | | $ 0.00 | | | | | | | | | | | | | | | |
Expired | - | | - | | - | | - | | | | | | | | | | | | | | | |
Outstanding at December 31, 2011 | 1,130,000 | | $ 0.50 | | 5.2 | | $ 0.00 | | | | | | | | | | | | | | | |
Granted | - | | - | | - | | - | | | | | | | | | | | | | | | |
Forfeited | 75,000 | | - | | - | | - | | | | | | | | | | | | | | | |
Expired | - | | - | | - | | - | | | | | | | | | | | | | | | |
Outstanding at December 31, 2012 | 1,055,000 | | $ 0.50 | | 4.5 | | $ 0.00 | | | | | | | | | | | | | | | |
Outstanding at December 31, 2013 | 1,055,000 | | $ 0.50 | | 2.6 | | $ 0.00 | | | | | | | | | | | | | | | |
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The following table summarizes information about fixed price stock options at December 31, 2013: |
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Exercise Price | | | Number | | | Weighted | | | Weighted | | | Number | | | Exercise | |
Outstanding | Average | Average | Exercisable | Price |
| Contractual Life | Exercise Price | | |
$ | 0.5 | | | $ | 1,055,000 | | | $ | 5.2 | | | $ | 0.5 | | | | 431,250 | 0 | | $ | 0.5 | |
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The unvested options vest as follows: |
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2013– 242,250; 2014- 242,250; 2015- 37,500 |
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As of December 31, 2013 the aggregate intrinsic value of all stock options outstanding and expected to vest was $0.00 and the aggregate intrinsic value of currently exercisable stock options was $0.00. The intrinsic value of each option share is the difference between the fair market value of the common stock and the exercise price of such option share to the extent it is in-the-money. Aggregate intrinsic value represents the value that would have been received by the holders of in-the-money options had they exercised their options on the last trading day of the year and sold the underlying shares at the closing stock price on such day. The intrinsic value calculation is based on the selling price of common shares during the periods covered by these financial statements. There were no in-the-money options outstanding and exercisable as of December 31, 2013 |
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There have been no cash proceeds or exercised options to date. Intrinsic value of exercised shares is the total value of such shares on the date of exercise less the cash received from the option holder to exercise the options. |