Capital Stock | 3 Months Ended |
Oct. 31, 2014 |
Capital Stock [Abstract] | |
Capital Stock | Note 8 – Capital Stock |
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Series A Preferred Stock |
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On December 2, 2013, we filed a Certificate of Designation that created a new class of stock: Series A 7% Convertible Voting Preferred Stock (“Series A Preferred”). Up to 10,000 shares of Series A Preferred are authorized. The stock has a stated value $400 per share, pays annual dividends at 7%, and is convertible into HEC common stock, at the holder’s option, at a conversion rate of $6.00 per share. The Series A Preferred is neither redeemable nor is it callable. Series A Preferred shareholders may vote their common stock equivalent voting power. We analyzed the Series A Preferred using the guidance contained in ASC 815-40, Derivatives and Hedging, and concluded that the instrument was indexed to our own stock and qualified to be included in stockholders’ equity. |
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In connection with the acquisition of HCN on December 9, 2013, HEC issued 8,188 shares of our Series A Preferred Stock to a former Preferred Stock shareholder of HCN, as described in Note 2 – Acquisitions, above. Value of the preferred stock at issuance was $3,275,200 (8,188 shares at par value of $400). These shares were recorded in equity at par of $3,275,200. Because the Series A preferred stock is immediately convertible, the value of a beneficial conversion feature of $949,808 was immediately recognized as a dividend. During the nine months ended April 30, 2014, the holder of the Series A Preferred Stock earned dividends of $96,015. As of April 30, 2014, these dividends have not been accrued as liabilities since they were not declared by the Company. |
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Common Stock Issuances |
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Pursuant our Credit Agreement, as noted in Note 6 – Notes Payable, during August 2014, we issued 60,000 shares of restricted common stock to the Lenders. The shares were issued pursuant to the terms and conditions of a Stock Grant Agreement, pursuant to which each of the Lenders made certain representations to the Company regarding their financial condition and other items in order for the Company to confirm that an exemption from registration existed and will exist for such issuances. The value of the shares was recorded as a discount to the debt and is being amortized over the life of the note. |
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Additionally, during the three months ended October 31, 2014, 40,000 shares of restricted common stock to certain vendors for services rendered during the period for legal and professional services. The value of the shares was recorded as a discount to the debt and is being amortized over the term of the note. |
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Receivables for Common Stock |
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On September 6, 2013, HCN sold 191,667 shares of HEC common stock to an employee of HCN in exchange for a note receivable in the amount of $1,000,000. This HCN employee is the nephew of our current CEO. HEC acquired this receivable upon its acquisition of HCN. The note is non-interest bearing and is payable only upon the sale of the common stock to a third party or HEC stock being listed on either the NASDAQ or NYSE stock exchanges. We will receive 95% of the proceeds up to $1,000,000 if the underlying stock is sold to a third party. Within 90 days of HEC stock being listed on a major stock exchange, we will receive up to $1,000,000, or the note can be paid earlier at the discretion of the other party. We have collected $675,000 in cash on this note receivable through October 31, 2014. At July 31, 2013, these shares were classified as treasury stock within equity at the cost HCN obtained them from outside entities for services performed following the consolidation of comparative periods for acquired entities under common control (See Note 2 – HCN Acquisition). These shares of common stock are held in the name of the investors and are beneficially owned by the investors and the shares are not retrievable by the Company. |
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On December 4, 2013 HCN sold 619,960 shares of unregistered and restricted HEC common stock in return for a $1,859,879 non-interest bearing note receivable from an unrelated entity in which Michael Watts has a minority interest. HEC acquired this receivable upon its acquisition of HCN. The 619,960 HEC common stock shares were previously issued by HEC to HCN to settle liabilities due by HEC related to the consulting services agreement described below in Note 6 – Notes Payable. The receivable from the individual is due to HEC upon the following conditions: 1) 100% of the proceeds payable from the sale of all or part of the shares by the owner of the shares to a third party; 2) within sixty days of the six month anniversary of the December 4, 2013 stock sale or within sixty days from the date that the shares become unrestricted (whichever is first); or 3) 100% of any remaining balance due within 90 days of HEC being listed on a major stock exchange and whereby the share price is above $6.00 per share. As with the above receivable for common stock, this receivable for the sale of HEC common stock is classified as a receivable for common stock within equity. These shares of common stock are held in the name of the investors and are beneficially owned by the investors and the shares are not retrievable by the Company. |
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This note receivable was extended on August 4, 2014, for an extension fee of $50,000, payable in the future, with $750,000 due to be repaid by December 31, 2014, with the remaining balance to be repaid by March 31, 2015. These repayment terms may be changed if the Company is successful in being up-listed to either the NYSE or NASDAQ. If this occurs, the entire balance is due within 60 days after an up-listing occurs. |
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Stock Options and Warrants |
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As of October 31, 2014, HEC could grant up to 570,136 shares of common stock under the 2013 Stock Incentive Plan (“2013 Plan”). The Plan is administered by the Compensation Committee of the Board of Directors, or in the absence of a Compensation Committee, the full Board of Directors, which has substantial discretion to determine persons, amounts, time, price, exercise terms, and restrictions of the grants, if any. |
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Options granted to non-employees |
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We account for options granted to non-employees under the provisions of ASC 505-50, Equity-Based Payments to Non-employees, and record the associated expense at fair value on the final measurement date. Because there is no disincentive for nonperformance for these awards, the final measurement date occurs when the services are complete, which is the vesting date. For the options granted to non-employees on a graded vesting schedule, we estimate the fair value of the award as of the end of each reporting period and recognize an appropriate portion of the cost based on the fair value on that date. When the award vests, we adjust the cost previously recognized so that the cost ultimately recognized is equivalent to the fair value on the date the performance is complete. There were no options granted to non-employees during the three months ended October 31, 2014. No compensation expense was recognized during the three months ended October 31, 2014, as all previously issued grants had fully vested and were fully expensed in prior periods. No options have been exercised, nor cancelled during the three months ended October 31, 2014. |
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Options granted to employees |
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The following table provides information about options granted to employees under our stock incentive plans during the three months ended October 31, 2014 and 2013: |
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| | 2014 | | | 2013 | | | | | | | | | |
Number of options granted | | | 25,000 | | | | - | | | | | | | | | |
Compensation expense recognized | | $ | 112,500 | | | $ | - | | | | | | | | | |
Weighted average exercise price of options granted | | $ | 4.5 | | | $ | N/A | | | | | | | | | |
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Summary information regarding stock options issued and outstanding as of October 31, 2014 is as follows: |
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| | Options | | | Weighted | | | Aggregate | | | Weighted | |
Average | intrinsic | average |
Share Price | value | remaining |
| | contractual |
| | life (years) |
Outstanding at October 31,2014 | | | 265,333 | | | $ | 6.81 | | | $ | - | | | | 7.95 | |
Granted | | | 25,000 | | | | 4.5 | | | | | | | | 5 | |
Exercised | | | - | | | | - | | | | | | | | | |
Expired | | | (92,000 | ) | | | 6.85 | | | | | | | | | |
Outstanding at April 30, 2014 | | | 198,333 | | | $ | 6.52 | | | $ | - | | | | 7.51 | |
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No non-vested stock options existed as of October 31, 2014. |
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Warrants |
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Summary information regarding common stock warrants issued and outstanding as of October 31, 2014, is as follows: |
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| | Warrants | | | Weighted | | | Aggregate | | | Weighted | |
Average | intrinsic | average |
Share Price | value | remaining |
| | contractual |
| | life (years) |
Outstanding at year ended July 31,2014 | | | 1,084,584 | | | $ | 7.5 | | | $ | - | | | | 1.04 | |
Granted | | | - | | | | - | | | | | | | | | |
Exercised | | | - | | | | - | | | | | | | | | |
Expired | | | (346,450 | ) | | | 7.5 | | | | | | | | | |
Outstanding at quarter ended April 30, 2014 | | | 738,134 | | | $ | 7.5 | | | $ | - | | | | 1.17 | |
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Warrants granted to related party |
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During the year ended July 31, 2011, we entered into a consulting agreement with Geoserve Marketing, LLC (“Geoserve”), a company controlled by Michael Watts, who is a related party. Under the terms of the agreement, we granted warrants to purchase 400,000 shares of common stock that have a market condition. If our common stock attains a five day average closing price of $22.50 per share, 200,000 warrants with an exercise price of $7.50 and an expiration date of February 15, 2016 shall be exercisable (“Warrant B”). If our common stock attains a five day average closing price of $45.00 per share, 200,000 warrants with an exercise price of $7.50 and an expiration date of February 15, 2016 shall be exercisable (“Warrant C”). The fair value of warrants that vest upon the attainment of a market condition must be estimated and amortized over the lower of the implicit or derived service period of the warrants. Previously recognized expense is not reversed in the event of a subsequent decline in the fair value of market condition equity based compensation. The fair value of the warrants and the derived service period were valued using a lattice model that values the liability of the warrants based on a probability weighted discounted cash flow model. This model is based on future projections of the various potential outcomes. Warrant B and Warrant C were amortized over the derived service periods of 2.08 years and 2.49 years, respectively. No expense related to these warrants was recognized during the three months ended October 31, 2014, as the expense for the warrants was fully amortized in previously reported periods. |
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The following reflects the fair value at the end of the derived service for each of the warrants: |
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| | Warrant B | | | Warrant C | | | | | | | | | |
Fair value | | $ | 266,017 | | | $ | 206,245 | | | | | | | | | |
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The following table reflects information regarding Warrant B and Warrant C during the nine months ended October 31, 2014 and 2013: |
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| | 2014 | | | 2013 | | | | | | | | | |
Compensation expense recognized | | $ | - | | | $ | 6,754 | | | | | | | | | |