9. CAPITAL STOCK TRANSACTIONS | 6 Months Ended |
Apr. 30, 2014 |
Equity [Abstract] | ' |
CAPITAL STOCK TRANSACTIONS | ' |
Preferred Stock |
|
The Company is authorized to issue up to 5,000,000 shares of its $0.001 preferred stock. At April 30, 2014 and October 31, 2013, there were no shares issued and outstanding, respectively. |
|
Common Stock |
|
The Company is authorized to issue up to 150,000,000 shares of its $0.001 common stock. At April 30, 2014 and October 31, 2013, there were 129,660,176 and 100,790,659 shares issued and outstanding, respectively. |
|
Fiscal year 2010: |
|
During the year ended October 31, 2010, the Company entered into various stock purchase agreements with accredited investors for the sale of a total of 2,520,000 shares of its common stock, of which 400,000 shares were sold at a purchase price of $0.25 per share or $100,000 and 2,120,000 shares were sold at a purchase price of $0.05 per share of $106,000. During the same period, the Company issued 200,000 shares of common stock in lieu of commissions which were valued at $21,000 based on the closing stock price on the date of grant. |
|
On January 28, 2010, the Company issued 448,340 shares of common stock as payment in full of $50,000 of outstanding balances due to Cardiff. The Company recorded a stock based compensation charge of $58,947 for the difference between the fair value of the common stock issued on this date and the $50,000 obligation it settled. |
|
On January 28, 2010, the Company issued 941,514 shares of common stock as payment in full of outstanding balances due to Mr. Walters totaling $105,000. The Company recorded a stock based compensation charge of $123,788 for the difference between the fair value of the common stock issued on this date and the $105,000 obligation it settled. |
|
On February 1, 2010, the Company issued 8,000,000 shares of the Company’s common stock valued at $1,992,000 as part of the acquisition of HAC. The shares were valued based on the closing stock price on the date of grant. Pursuant to this agreement, the Company also issued Series A and Series B common stock purchase warrant to purchase 8,000,000 shares of the Company’s common stock, exercisable contingent on the Company’s recognized revenue amounts. |
|
As compensation for the additional services, in February 2010 the Company issued to Cardiff 2,500,000 shares of the Company’s common stock valued at $622,500, a Series A common stock purchase warrant to purchase 2,000,000 shares of the Company’s common stock and a Series B common stock purchase warrant to purchase 2,000,000 shares of the Company’s common stock, exercisable contingent on the Company’s recognized revenue amounts. The shares were valued based on the closing stock price on the date of grant. |
|
During the year ended October 31, 2010, the Company issued 900,000 shares of the Company’s common stock to Mr. McKay valued at $191,400 pursuant to his employment agreement. The shares were valued based on the closing stock price on the date of the agreement. |
|
In June 2010, the Company issued 2,200,000 shares of common stock valued at $127,600 to the note holder reducing its principal obligation by $127,600 pursuant to conversion requests. The shares were valued at $0.58 per share per the agreement. |
|
On June 5, 2010, the Company hired Equiti-Trend as the Company’s public and investor relations, to perform public and investor relations under the terms set forth in the engagement letter which provided for cancellation by either party on 30 days notice. Pursuant to the engagement letter, the Company agreed to issue Equiti-Trend up to 1,800,000 shares of the Company’s restricted common stock as sole compensation for its services for a nine-month service period. The Company issued 300,000 restricted common shares valued at $45,000 upon execution of the agreement. The shares were valued based on the closing stock price on the date of the agreement. |
|
On June 9, 2010, the Company issued 328,000 shares of common stock which was valued at $104,960 based on the closing price on the date of acquisition for the tooling assets it acquired in April 2010 at a cost of $82,500. A loss of $22,460 was realized on the difference between the cost of the tooling and the value of the shares issued. |
|
On August 20, 2010, the Company issued 300,000 shares of common stock to Keith Moore valued at $87,000 pursuant to his employment agreement. The shares were valued based on the closing stock price on the date of the agreement. |
|
On August 20, 2010, the Company issued 300,000 common shares to the Company’s Board of Directors valued at $71,250 for services. The shares were valued based on the closing stock price on the date of the restricted stock grant. |
|
On October 19, 2010 the Company issued 150,000 shares of common stock valued at $18,000 to Matt Szot pursuant to the Cardiff Settlement Agreement (see footnote 6). The shares were valued based on the closing stock price on the date of the agreement. |
|
On October 19, 2010 the Company issued 1,838,649 shares of common stock to Cardiff Partners as part of a settlement agreement with Cardiff (see footnote 6). The shares valued at $294,184 were based on the closing stock price on the date of the agreement. |
|
On October 29, 2010 the Company issued 410,000 common shares to the Company’s Board of Directors for services. The shares were valued at $69,300 based on the closing stock price on the date of the restricted stock grant. |
|
On October 29, 2010 the Company issued 110,000 common shares valued at $5,000 for services to a vendor. The shares were valued based on the closing stock price on the date the vendor accepted share based payment. |
|
As of October 31, 2010, the Company recorded a common stock payable of $165,000 for 1,200,000 common shares issuable to Equiti-Trend for services. The shares were valued based on the closing stock price on the date of the restricted stock grant. The agreement with Equiti-Trend has been cancelled by the Company. As of October 31, 2011 the Company recorded the final 300,000 shares under the contract valued at $33,000. The shares were valued based on the closing price at November 30, 2010, when the final payment was due. On November 15, 2011, the Company issued 1,000,000 shares of its common stock to Theodora Kobal, a related party, as reimbursement for transfer of her free trading stocks to Equiti-Trend on behalf of the Company to settle part of the common stock owed to Equiti-Trend. |
|
Fiscal year 2011: |
|
During the year ended October 31, 2011, the Company issued 3,000,000 common shares to the Company’s Board of Directors for services. The shares were valued at $510,000 based on the closing stock price on the date of the restricted stock grant. |
|
During the year ended October 31, 2011, the Company entered into various stock purchase agreements with accredited investors for the sale of a total of 10,869,000 shares of its common stock at purchase prices of $0.05 and $0.045 per share, for total consideration of $571,045. During the same period, the Company issue 848,000 shares of common stock in lieu of finders fees which were recorded at par against additional paid in capital. |
|
On November 10, 2010, the Company issued 200,000 shares of common stock in lieu of payment for services. The shares were valued at $34,000 based on the closing price on the date a service agreement was entered into. |
|
On March 14, 2011, the Company issued 300,000 shares of the Company’s common stock to Mr. McKay valued at $57,000 pursuant to his employment agreement. The shares were valued based on the closing stock price on the date of the restricted stock grant. |
|
On October 19, 2011, the Company issued 2,000,000 shares of common stock to Bula Holdings, Inc. for services rendered for future market awareness at $0.10 per share. The shares were valued based on the closing stock price on the date of the agreement. |
|
During the year ended October 31, 2011, the Company issued 3,063,958 shares of common stock to a note holder valued at $0.029 per share or $88,855 as full payment to an amended note dated November 22, 2010. See footnotes 6 and 7 for further discussion. |
|
During the year ended October 31, 2011, 150,000 shares issued to former officers and directors were cancelled due to their removal prior to completion of the required service period. |
|
Fiscal year 2012: |
|
On November 15, 2011, the Company issued total of 3,500,000 shares of common stock to its Board of Directors for services. The shares were valued at $350,000 based on the closing stock price on the date of the restricted stock grant. |
|
During the year ended October 31, 2012, the Company entered into various purchase agreements with accredited investors for the sale of 14,652,443 shares of its common stock at a price of $0.05 and $0.0363 per share. Cash of $553,321 was received, 13,098,145 shares were issued, and a common stock payable was recorded in the amount of $56,421 during the year ended October 31, 2012. During the same period, the Company issue 1,025,000 shares of common stock in lieu of finders fees which were recorded at par against additional paid in capital. |
|
On February 10, 2012, the Company issued 375,000 shares of common stock to its advisory board member for services. The shares were valued at $26,250 based on the closing stock price on the date of the restricted stock grant. |
|
On August 17, 2012, the Company issued 200,000 shares of its common stock to a consultant in exchange for accounting services valued at $13,500. The shares granted were valued based upon the closing stock price on the filing dates of February 13, 2012, March 20, 2012, and June 19, 2012, which were the performance dates of the stock award. |
|
Fiscal year 2013: |
|
During the three months ended April 30, 2013, 1,554,298 shares were issued to relieve the common stock payable of $56,421. |
|
On November 16, 2012, the Company issued 566,667 shares of common stock to a consultant for services to be performed during 2013. The shares were valued at $64,260 based on the closing stock price on November 16, 2012 which was the date of the agreement between the consultant and the Company as the shares were granted without performance contingencies. |
|
During the year ended October 31, 2013, the Company issued total of 4,100,000 shares of common stock to its Board of Directors for services. The shares were valued at $179,700 based on the closing stock price on the date of the restricted stock grant. |
|
On July 8, 2013, the Company issued total of 1,250,000 shares of common stock to a consultant for services rendered. The shares were valued at $113,750 based on the closing stock price on the date of the stock grant. |
|
During the year ended October 31, 2013, the Company entered into various purchase agreements with accredited investors for the sale of 15,152,305 shares of its common stock at prices between $0.025 and $0.04 per share. For the 1,000,000 shares sold at $0.03, additional stock expense was recorded due to the difference of $6,300 (1,000,000 shares times $0.0063 per share) between $0.03 and $0.0363 sales prices; of which $0.0363 has been the regular sales price of stock for cash by the Company. The adjustments were recorded as an increase in additional paid in capital. Cash of $559,429 was received and 15,152,305 shares were issued during the year ended October 31, 2013. In connection with the these stock purchase agreements, the Company issued 800,000 shares of common stock in lieu of finders’ fees, which represents stock offering costs. In addition, cash of $3,250 was paid as finders’ fees to an unrelated consultant. Finders’ fees are treated as a reduction in paid in capital per current accounting guidance. |
|
On April 5, 2013, the Company entered into separate Securities Purchase Agreements with Tina Kwan, Betty Li and Harbin Aerospace Company, LLC (“Harbin”), each of whom are holders of the capital stock of Godfrey (China) Limited (“Godfrey”), the Company’s 55%-owned Hong Kong subsidiary engaged in the development of the production facility in Guangzhou, China. |
|
Pursuant to the Securities Purchase Agreements, the Company issued 4,000,000 shares of its common stock to Ms. Kwan and Ms. Li. The 800,000 shares to Harbin were valued at $73,600 which was recorded as common stock to be issued at October 31, 2013 since the shares had not been issued at of the date of the report. |
|
During 2013, $270,884 of accrued expenses due to Bill McKay were forgiven and contributed to the Company. |
|
Fiscal year 2014: |
|
During the six months ended April 30, 2014, the Company issued a total of 2,000,000 shares of common stock to its Board of Directors for services. The shares were valued at $86,000 based on the closing stock price on the date of the restricted stock grant. |
|
During the six months ended April 30, 2014, the Company also issued total of 17,393,566 shares of common stock to consultants for services rendered. The shares were valued at $803,679 based on the closing stock prices on the dates of the stock grants. |
|
During the six months ended April 30, 2014, the Company entered into various purchase agreements with accredited investors for the sale of 6,800,000 shares of its common stock at a price of $0.02 to $0.04 per share. Total cash proceeds from the sale of stock during the six months ended April 30, 2014, was $200,000. In connection with the these stock purchase agreements, the Company issued 250,000 shares of common stock in lieu of finders’ fees, which represents stock offering costs. Finders’ fees are treated as a reduction in paid in capital per current accounting guidance. |
|
During the six months ended April 30, 2014, the Company entered into a purchase agreement with an existing shareholder, who is also an accredited investor, for the sale of 1,500,000 shares of its common stock at a price of $0.02 per share. Total amount of $30,000 was received and shares were not issued as of April 30, 2014. The Company recorded $30,000 as common stock to be issued. |
|
In March 2014, the Company issued 1,625,951 shares upon conversion of the Asher Note issued on September 4, 2013 at a conversion price of $0.024. |
|
Warrants and Options |
|
A summary of option activity during the six months ended April 30, 2014 and the year ended October 31, 2013 are presented below: |
|
| | | 30-Apr-14 | | | | 31-Oct-13 | |
| | | Number of | | | | Weighted average exercise | | | | Weighted average life | | | | Number of | | | | Weighted average exercise | | | | Weighted average life | |
shares | price | (years) | shares | price | (years) |
Outstanding at beginning of year | | | 52,666,667 | | | $ | 0.08 | | | | 10.17 | | | | 18,000,000 | | | $ | 0.15 | | | | 8.24 | |
Granted | | | – | | | | – | | | | – | | | | 36,000,000 | | | | 0.045 | | | | 11.88 | |
Exercised | | | – | | | | – | | | | – | | | | – | | | | – | | | | – | |
Forfeited | | | – | | | | – | | | | – | | | | (1,333,333 | ) | | | 0.15 | | | | 8.24 | |
Cancelled | | | – | | | | – | | | | – | | | | – | | | | – | | | | – | |
Expired | | | – | | | | – | | | | – | | | | – | | | | – | | | | – | |
Outstanding at end of year | | | 52,666,667 | | | $ | 0.08 | | | | 9.92 | | | | 52,666,667 | | | $ | 0.08 | | | | 10.42 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Options exercisable at end of year | | | 19,166,667 | | | $ | 0.15 | | | | 6.74 | | | | 16,000,000 | | | $ | 0.15 | | | | 7.24 | |
|
A summary of warrant activity during the six months ended April 30, 2014 and the year ended October 31, 2013 are presented below: |
|
| | | 30-Apr-14 | | | | 31-Oct-13 | |
| | | Number | | | | Weighted average exercise | | | | Weighted average remaining contractual life | | | | Number | | | | Weighted average exercise | | | | Weighted average remaining contractual life | |
Outstanding | price per share | (years) | Outstanding | price per share | (years) |
Outstanding at beginning of year | | | 4,000,000 | | | $ | 0.75 | | | | 7.14 | | | | 4,000,000 | | | $ | 0.75 | | | | 8.39 | |
Granted | | | – | | | | – | | | | – | | | | – | | | | – | | | | – | |
Exercised | | | – | | | | – | | | | – | | | | – | | | | – | | | | – | |
Forfeited | | | – | | | | – | | | | – | | | | – | | | | – | | | | – | |
Cancelled | | | – | | | | – | | | | – | | | | – | | | | – | | | | – | |
Expired | | | – | | | | – | | | | – | | | | – | | | | – | | | | – | |
Outstanding at end of year | | | 4,000,000 | | | $ | 0.75 | | | | 6.89 | | | | 4,000,000 | | | $ | 0.75 | | | | 7.39 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Warrants exercisable at end of year | | | – | | | $ | – | | | | – | | | | – | | | $ | – | | | | – | |
|
On February 1, 2010, pursuant to the agreement on acquisition of Harbin, the Company also issued (i) Series A common stock purchase warrant to purchase 4,000,000 shares of the Company’s common stock at an exercise price of $0.50 per share. The Series A warrant becomes exercisable on the date that the Company recognizes revenue equal to or exceeding $50,000,000 for any consecutive twelve-month period and expires on January 31, 2015 and (ii) a Series B common stock purchase warrant to purchase 4,000,000 shares of the Company’s common stock at an exercise price of $1.00 per share. The Series B warrant becomes exercisable on the date that the Company recognizes revenue equal to or exceeding $100,000,000 for any consecutive twelve-month period and expires on January 31, 2018. The warrants have not been valued as it is unlikely that in the near term the Company can attain revenue numbers high enough for the warrants to become exercisable. |
|
As compensation for the additional services, in addition to issuance of 2,500,000 shares of the Company’s common stock, the Company issued to Cardiff a Series A common stock purchase warrant to purchase 2,000,000 shares of the Company’s common stock and a Series B common stock purchase warrant to purchase 2,000,000 shares of the Company’s common stock. The warrants have not been valued as it is unlikely that in the near term the Company can attain revenue numbers high enough for the warrants to become exercisable. |
|
In connection with their agreement to serve on the Board, on September 16, 2010 the Company granted 2,000,000 stock options each to two members of the Board of Directors to purchase shares at the closing price as of September 16, 2010 of $0.15 per share. The options vest in three equal amounts on each of the next three anniversary dates of this agreement, beginning September 16, 2011 and are exercisable until September 16, 2020. The total estimated value using the Black-Scholes Model, based on a volatility rate of 95% and a call option value of $0.1083, was $433,228. |
|
On November 5, 2010 the Company granted 2,000,000 stock options each to two additional members of the Board of Directors to purchase shares at $0.15 per share. The options vest in three equal amounts on each of the next three anniversary dates of this agreement, beginning November 5, 2011 and are exercisable until November 5, 2020. The total estimated value using the Black-Scholes Model, based on a volatility rate of 133% and a call option value of $0.1206, was $482,278. During the year ended October 31, 2013, these directors resigned and option to purchase a total of 1,333,333 shares was forfeited. |
|
Using the Black-Scholes Pricing Model, for the years ended October 31, 2013, the above options were fully vested and $126,605 was amortized as stock based compensation. |
|
On March 21, 2011, as a consideration to Harbin Aerospace assigning its claim against Monarch, the Company granted an option to purchase 8,000,000 shares of its common stock to William McKay at an exercise price of $0.15 per share in exchange for the outstanding Series A and Series B warrants to purchase a total of 8,000,000 shares of its common stock. The option is fully vested and exercisable and expires on March 20, 2021. The total estimated value using the Black-Scholes Model, based on a volatility rate of 127%, and a call option value of $0.1272, was $1,017,634. For the year ended October 31, 2011, the Company recorded $1,017,634 as stock based compensation expense. |
|
On August 25, 2011, in connection with his agreement to serve as the Company’s sole officer, the Company granted an option to purchase 2,000,000 shares of its common stock to William McKay at an exercise price of $0.15 per share. The option vests in three equal amounts on each of the next three anniversary dates of this agreement, beginning August 25, 2012 and is exercisable until August 24, 2021. The total estimated value using the Black-Scholes Model, based on a volatility rate of 127% and a call option value of $0.0859, was $171,888. For the six months ended April 30, 2014 and 2013, $28,648 and $28,648 was amortized as stock based compensation, respectively. |
|
On September 16, 2013, the Company granted 9,000,000 stock options each to four members of the Board of Directors to purchase shares at $0.045 per share. The options vest in three equal amounts on each of the next three anniversary dates of this agreement, beginning September 16, 2014 and are exercisable until September 16, 2026. The total estimated value using the Black-Scholes Model, based on a volatility rate of 163% and a call option value of $0.0725, was $2,608,982. For the six months ended April 30, 2014 and 2013, $434,830 and $0 was amortized as stock based compensation, respectively. |
|
No additional options or warrants were granted, cancelled, exercised, or expired during the six months ended April 30, 2014. |