Common stock and preferred stock | Common Stock The Company, as of June 30, 2014 and 2013, had a total of 1,151,410,590 and 997,299,590 shares outstanding, respectively. On July 27, 2012, the Board of Directors approved an amendment of the Articles of Incorporation, and a majority of the shareholders approved the amendment, to increase the authorized number of common shares in the Company to 2 billion shares from 600 million. Preferred Stock Pursuant to an amendment of the Articles of Incorporation on December 19, 2012, the Company was authorized to issue up to 100,000,000 shares of blank check preferred stock. There were authorized 37 and 63 shares of Series A and B preferred stock, respectively, of which 35.75 shares of Series A and 38.70 shares of Series B shares, respectively, were issued and outstanding as of June 30, 2014 and 35.75 shares of Series A and 27.50 shares of Series B were issued and outstanding as of June 30, 2013. Each share of Preferred A or Preferred B stock is convertible into an amount of shares of Common Stock that is equal to one percent of the outstanding Common Share Equivalents of the Company, as defined, at the time of conversion, subject to readjustment without the payment of any additional consideration by the Holder thereof, as follows; at the option of the holder at any time or at the option of the Company on or after the date that is ten days subsequent to the date the Company gives written notice to the Holders that the Company has raised at least $10,000,000 in a single or coordinated series of transactions, which notice specifies the particulars of such capital raise transaction(s). In addition, so long as any shares of Preferred A or B are outstanding, the Company shall not, without the affirmative vote or written consent of the holders of at least two thirds of the aggregate number of shares at the time outstanding of Preferred A and Preferred B shares, respectively, alter or change any of the powers, preferences or special rights given to the Series A and B so as to affect the same adversely. Holders of the Series A and Series B preferred stock are entitled to receive, if declared by the Companys board of directors, dividends declared on the Companys Common Stock. Each share of Series A and Series B preferred stock will be entitled to receive 1% of the total dividend declared on Common Stock. No dividends have been issued or declared by the board of directors. Each of the Series A and Series B preferred stock has voting rights on all matters subject to a vote of the common stockholders equal to the number of common shares issuable upon conversion of the Series A and Series B preferred stock. With respect to rights upon liquidation of the Company, the Series A preferred stock ranks senior to the Series B preferred stock and to the Companys Common Stock. Holders of Series A preferred stock have the right to receive, in cash and prior to the holders of any other class of stock, an amount equal to $125,000 per share, subject to adjustment, plus any accrued dividends on the Series A preferred stock. After distribution to the Series A stockholders, holders of the Series B preferred stock have the right to receive an amount equal to $156,250 per share, subject to adjustment, plus any accrued dividends on the Series B stock. Any remaining amounts are to be distributed to the holders of the Common Stock. Private Placements During the year ended June 30, 2014, the Company sold 134,061,000 shares of Common Stock and 6.2 shares of Series B preferred stock for cash proceeds of approximately $1,172,000. As part of the purchase of the Companys stock, the investors received warrants to purchase 12,500,000 shares of the Companys Common Stock at an exercise price of $0.01 per share, warrants to purchase 10,800,000 shares of Common Stock at an exercise price of $0.015 per share and warrants to purchase 500,000 shares of Common Stock at an exercise price of $0.02 per share. The warrants are immediately exercisable and expire at various dates through December 2015. As discussed in Note 12, the Company determined that the warrants issued in the private placements require liability classification, thus, they are reported at fair value and re-measured each reporting period, with the change in the fair value recognized in the consolidated statements of operations. The initial fair value of the warrants on their issuance dates totaled $233,910. Also during the year ended June 30, 2014, the Company awarded 26,800,000 shares of Common Stock to various individuals for assistance in procuring equity investors. The total value of the stock issued was $514,700. As of June 30, 2014, 19,800,000 shares of the Common Stock with a value of $458,700 had been issued and 7,000,000 shares with a value of $56,000 had not been issued and are included in common stock payable on the accompanying consolidated balance sheets. The $110,200 value of 5,800,000 shares of Common Stock related to a failed stock offering was recorded as an expense and is included in general and administrative expenses on the accompanying consolidated statements of operations. The Company also issued warrants to purchase 2,000,000 shares of Common Stock valued at $11,512 in connection with placements of its equity securities. As set forth in the consolidated statement of stockholders deficit, the Company issued common shares in 2013 including 64,778,710 shares for conversion of principal and accrued interest on debt of $154,214 and 288,046,721 shares in payment for fees and services of $6,583,435. In addition for 2013, the Company issued 6 million common shares in exchange for access to independent sales agent of HIITS Consulting valued at $59,400, issued 34,834,156 in common shares in exchange for the acquisition of the technology assets of JTJ Capital, LLC valued at $1,060,016, issued 10,526,316 common shares in exchange for 100% of the stock of ClariDYS, Inc. valued at $421,052, issued 20,401,250 common shares in exchange for accrued salary balance of $187,210, and issued 3,500,000 common shares in exchange for an accounts payable balance of $105,000. There were authorized 37 and 63 shares of Series A and B preferred stock, respectively, of which 35.75 Series A and 27.50 Series B shares, respectively, were issued and outstanding as of June 30, 2013. During the year ended June 30, 2013, there were 7.75 shares of Preferred Series A and 7.63 shares of Preferred Series B issued as part of the $2,034,375 raised in conjunction with 153,750,000 common shares issued. Stock Options The Companys employee option plan was discontinued on June 6, 2012 with all outstanding options expired. However, certain executives have been granted options or warrants outside of the plan that are compensatory in nature. There were no options issued for the year ended June 30, 2013. A summary of option activity for the year ended June 30, 2014 is presented below: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contracted Term in Years Aggregate Intrinsic Value Balance outstanding June 30, 2013 - - - $ - Granted 200,000,000 $ 0.01 Exercised - - Forfeited/expired - - Balance outstanding June 30, 2014 200,000,000 $ 0.01 2.8 $ - Exercisable June 30, 2014 45,000,000 $ 0.01 2.7 $ - A summary of non-vested stock option activity for the year ended June 30, 2014 is presented below: Number of Options Weighted Average Grant Date Fair Value Weighted Average Remaining Years to Vest Non-vested June 30, 2013 - - - Granted 200,000,000 $ 0.01 Vested (45,000,000 ) $ 0.01 Forfeited/expired - - Non-vested June 30, 2014 155,000,000 $ 0.01 2.8 The compensation expense related to these grants that was recognized for the years ended June 30, 2014 was $951,000 and is included in general and administrative expenses in the accompanying Consolidated Statement of Operations. Future compensation related to non-vested awards expected to vest of $1,466,768 is estimated to be recognized over the weighted average vesting period of approximately 2.8 years. The Companys former CEO, Mr. Zolla, received as part of his June 1, 2013 employment agreement, warrants from the Company for 100,000,000 common shares to be purchased at an exercise price of $0.017 per share and warrants for five Series B preferred shares to be purchased at an exercise price of $125,000 per share. The warrants have a term of five years and vest as follows: 1.67 shares of Series B preferred and 33.4 million shares of Common Stock upon signing of the June 1, 2013 employment agreement, 1.66 shares of preferred B and 33.3 million shares of Common Stock on June 1, 2014, and 1.66 shares of preferred B and 33.3 million shares of Common Stock on June 1, 2015. For the reasons discussed at Note 12, the Company determined that the warrants require liability classification. The warrants for the Common Stock had an aggregate value of $436,881 and $2,180,439 at June 30, 2014 and 2013, respectively. The value at June 30, 2014 was estimated using the Black-Scholes option pricing model with the following assumptions: exercise price of $0.017 per share, volatility of 229%, risk free interest rate of 0.47% and no expected dividends. The value at June 30, 2013 was estimated using the Black-Scholes option pricing model with the following assumptions: exercise price of $0.017 per share, volatility of 301%, risk free interest rate of 0.50% and no expected dividends. The Company recognized $726,813 of compensation expense for the year ended June 30, 2013. At June 30, 2014 (Mr. Zolla was no longer providing service to the Company), the value of the warrant had decreased and the Company recognized income of $289,932 which has been offset against stock-based compensation expense which is included in general and administrative expenses on the accompanying consolidated statements of operations. Total compensation expense recognized for the warrants to purchase Common Stock as of June 30, 2014 is $436,881. The warrants for the preferred shares had an aggregate value of $121,565 and $461,660 at June 30, 2014 and 2013, respectively. The value of the warrants for the preferred shares was estimated using a Binomial Option Valuation model. The Company recognized $ 153,887of compensation expense for the year ended June 30, 2013. At June 30, 2014, the fair value of the warrant had decreased and the Company recognized income of $32,322 which has been offset against stock-based compensation expense which is included in general and administrative expenses on the accompanying consolidated statements of operations. Total compensation expense recognized for the warrants to purchase preferred shares as of June 30, 2014 is $121,565. Restricted Stock Issued for Services Our current CEO, Mr. McDermott, was awarded five restricted shares of Series B preferred stock under the terms of his employment agreement. The shares vest as follows: one share on signing of the employment agreement at July 1, 2013 and one share for each yearly anniversary of the Employment Agreement. The 5 shares of Series B restricted stock were valued at a total of $667,820 by calculating the common stock equivalent value on a diluted basis. Compensation expense related to this grant for the year ended June 30, 2014 was $267,128. At June 30, 2014, future compensation expense related to the non-vested portion of this award is $400,692 which will vest over the next 3.0 years. Warrants The warrants were valued using the Black Scholes Model excepting variable strike price warrants which were valued using a Lattice Model (see Note 12). All common stock warrant issuances during fiscal year ending June 30, 2014 were issued in conjunction with stock purchases excepting 2,000,000 warrants which were issued in connection with services raising funds. June 30, 2014 June 30, 2013 Warrants Weighted Average Exercise Price Warrants Weighted Average Exercise Price Outstanding at beginning of the period 407,927,667 $ 0.1840 97,616,000 $ 0.2370 Issued 25,800,000 $ 0.0123 316,375,000 $ 0.0100 Exercised - - Forfeited - - Expired (13,730,667 ) $ 0.0504 (6,063,333 ) $ 0.0600 Outstanding at end of the period 419,997,000 $ 0.0736 407,927,667 $ 0.1840 During the years ended June 30, 2014 and 2013, no warrants were exercised. The Company issued warrants as follows for the year ended June 30, 2013: 1) 100,000,000 warrants issued due to lender extending loan maturity date. The warrants were valued at $348,482. 2) 71,500,000 warrants issued in addition to issuance of common stock or preferred stock resulting from raising funds from investors. The warrants were valued at $2,209,593. 3) 42,375,000 warrants issued as a fee for assisting in fund raising. The warrants were valued at $1,161,572. 4) 2,500,000 warrants issued as a result of note holder converting to common stock. The warrants were valued at $54,226. 5) 100,000,000 warrants to Mr. Zolla under his employment agreement. The warrants were valued at $1,119,626. The warrants issued during the year ended June 30, 2013, have a weighted average remaining life of between 0.07 years and 3.25 years and have a weighted average exercise price of between $0.01 and $0.40. The Company issued 1,766,667 warrants for the year ended June 30, 2012 in addition to the issuance of common shares. The warrants were valued at $52,380. The 1,766,667 warrants were issued as fees for services and had a weighted average exercise price of $0.237. The warrants issued during the year ended June 30, 2012 are exercisable in a range beginning at $0.01 through $0.24 and expire from 0.07 years to 3.25 years. |