NOTE 10 - SHAREHOLDERS' EQUITY | 12 Months Ended |
Apr. 30, 2014 |
Stockholders' Equity Note [Abstract] | ' |
Stockholders' Equity Note Disclosure [Text Block] | ' |
NOTE 10—SHAREHOLDERS’ EQUITY |
|
Common Stock |
|
The Company has authorized 100,000,000 shares of common stock with a par value of $0.001, of which 72,424,711 and 44,173,404 shares were issued and outstanding as of April 30, 2014 and 2013, respectively. |
|
Activity for the fiscal year ended April 30, 2014 is as follows: |
|
· | On May 7, 2013, we issued 500,000 shares of common stock at $0.0525 per share, the contractual conversion price, in connection with the conversion of $26,250 in principal related to our August 14, 2014, 10% convertible notes payable. (Note 9) | | | | | | | | | | | |
|
· | On May 23, 2013, we issued 496,429 shares of common stock at $0.0525 per share, the contractual conversion price, in connection with the conversion of $26,062 in principal, original issuance discount and accrued interest on our August 14, 2014, 10% convertible notes payable. (Note 9) | | | | | | | | | | | |
|
· | On June 19, 2013, we issued 650,000 shares of common stock at $0.0235 per share, the contractual conversion price, in connection with the conversion of $15,259 in principal related to our August 14, 2014, 10% convertible notes. (Note 9) | | | | | | | | | | | |
|
· | On July 3, 2013, we issued 650,320 shares of common stock at $0.0235 per share, the contractual conversion price, in connection with the conversion of $15,266 in principal, original issuance discount and accrued interest related to our August 14, 2014, 10% convertible notes payable. (Note 9) | | | | | | | | | | | |
|
· | On June 27, 2013, we issued 757,249 shares of common stock to Jeffrey Johnson (“Johnson”) our Chief Executive Officer and President, at $0.08 per share. 504,833 of these shares were issued in connection with the completion of requisite vesting requirements, 252,416 shares were issued as share based compensation related to an allowance for the income tax effect of this vesting and a previous vesting of 504,833 shares. In connection with the issuance of these additional shares we have recorded share based compensation expense in the amount of $10,196. | | | | | | | | | | | |
|
· | On June 27, 2013, we issued 33,333 shares of common stock to an employee of the Company. The issuance of these shares represents the completion of the requisite vesting period, with all expense being recognized during the vesting period. The shares were initially issued at $2.60 per share. | | | | | | | | | | | |
|
· | On June 27, 2013, we issued 1,591,675 shares of common stock at $0.05 per share, the market value of the shares on the date of grant, to Johnson, in connection with the forgiveness of $63,667 in accrued salaries owed Mr. Johnson. In connection with this issuance of shares we have recorded additional share based compensation expense of $15,917, related to an allowance for the income tax effect of the issuance. | | | | | | | | | | | |
|
· | On June 27, 2013, we issued 1,568,750 shares of common stock at $0.05 per share, the market value of the shares on the date of grant, to an employee of the Company in connection with the forgiveness of $62,750 in accrued salaries. In connection with this issuance of shares we have recorded share based compensation expense of $15,688, related to an allowance for the income tax effect of the issuance. | | | | | | | | | | | |
|
· | On July 12, 2013, we issued 103,973 shares of common stock to a former director of the Company. The issuance of these shares represents the completion of the requisite vesting period, with all expense being recognized during the vesting period. The shares were initially granted at $0.60 per share. | | | | | | | | | | | |
|
· | On August 30, 2013, we issued 504,834 shares of common stock at $0.04 per share, the market value of the shares on the date of grant, to Johnson. The shares were issued in connection with the completion of the requisite vesting period, with all expense being recognized during the vesting period. An additional 126,208 shares of common stock were issued at $0.04 per share on that same date related to an allowance for the income tax effect of the issuance of the vested shares. In connection with the issuance of the additional shares for the income tax effect we have recorded additional share based compensation expense of $5,048. | | | | | | | | | | | |
|
· | On December 20, 2013, we issued 700,000 shares of common stock at $0.01875 per share, the contractual conversion price, in connection with the conversion of $13,125 in principal, original issuance discount and accrued interest related to our August 14, 2014, 10% convertible notes payable. (Note 9) | | | | | | | | | | | |
|
· | On January 23, 2014, we issued 2,000,000 shares of common stock at $0.0075 per share, the contractual conversion price, in connection with the conversion of $15,000 in principal, original issuance discount and accrued interest related to our August 14, 2014, 10% convertible notes payable. (Note 9) | | | | | | | | | | | |
|
· | On February 12, 2014, we issued 2,400,000 shares of common stock at $0.006 per share the contractual conversion price, in connection with the conversion of $14,400 in principal, original issuance discount and accrued interest related to our August 14, 2014, 10% convertible notes payable. (Note 9) | | | | | | | | | | | |
|
· | On March 3, 2014, we issued 1,600,000 shares of common stock at $0.0059 per share the contractual conversion price, in connection with the conversion of $9,480 in principal, original issuance discount and accrued interest related to our August 14, 2014, 10% convertible notes payable. (Note 9) | | | | | | | | | | | |
|
· | On March 4, 2014, we issued a total of 5,000,000 common shares, 2,500,000 to each of the holders of our February 8, 2013, 10% convertible notes at $0.0145 per share in connection with the amendment and restatement of the underlying note agreements. (Note 9) | | | | | | | | | | | |
|
· | On March 6, 2014, the Board of Directors of the Company resolved to issue 7,758,621 common shares at $0.0145 per share, which was the closing price of our shares on that date, in connection with the issuance bonuses to our Chief Executive Officer, and an employee of the Company (4,310,345 shares and 344,828 shares, respectively). In addition, we issued 3,103,448 shares to an employee of the Company in connection with the satisfaction of accrued salaries payable. | | | | | | | | | | | |
|
· | On March 14, 2014, we issued 1,526,582 shares of common stock at $0.0059 per share the contractual conversion price, in connection with the conversion of $4,920 in principal, original issuance discount and accrued interest related to our August 14, 2014, 10% convertible notes payable. (Note 9) | | | | | | | | | | | |
|
· | On April 12, 2014, we issued a total of 283,333 common shares to employees of the Company. The issuance of these shares represents the completion of the requisite vesting period for these awards, with all expense having been being recognized ratably during the vesting period. The shares were initially granted at $2.60 per share. | | | | | | | | | | | |
|
Activity for the fiscal year ended April 30, 2013 is as follows: |
|
· | On March 8, 2013, the Company issued 300,000 common shares to two directors of the Company. The issuance of these shares represents the completion of the requisite vesting period, with all the expense being recognized during the vesting period. The shares were initially granted at $2.20 per share. | | | | | | | | | | | |
|
· | On April 1, 2013, the Company issued 504,833 common shares to the Chief Executive Officer in connection with the terms of his employment agreement. The issuance of these shares represents the completion of the requisite vesting period. The shares were initially granted at $1.89 per share. | | | | | | | | | | | |
|
· | On April 12, 2013, the company issued 250,000 common shares to one employee of the Company as the shares issued vested. The issuance of these shares represents the completion of the requisite vesting period, with all expense being recognized during the vesting period. The shares were initially granted at $0.60 per share. | | | | | | | | | | | |
|
· | On March 18, 2013, we issued 264,000 common shares at $0.16 per share in connection with the settlement of accounts payable. In connection with this issuance we have recorded a gain on settlement in the amount of $23,760. | | | | | | | | | | | |
|
· | On February 26, March 7 and April 2, 2013, we issued 50,000, 200,000 and 300,000 common shares at $0.21 per share, $0.16 per share and $0.09 per share. These shares were issued in connection with the conversion of $69,788 of our August 15, 2014 10% convertible notes. (Note 9) | | | | | | | | | | | |
|
· | On December 18, 2012, the Company issued 325,000 common shares valued at $0.38 per share in connection with the settlement of approximately $100,000 in accrued liabilities and accounts payable. In connection therewith we have recognized a loss on the settlement in the amount of $23,500. | | | | | | | | | | | |
|
· | On December 18, 2012, the Company issued 115,965 common shares valued at $0.38 per share in connection with the settlement of $44,066 in accrued liabilities related to the execution of a Settlement and Release agreement. (Note 5) | | | | | | | | | | | |
|
· | On December 18, 2012, the Company issued 109,035 common shares valued at $0.38 per share in connection with the acquisition of approximately 1,400 acres in Trego County Kansas in connection with the execution of a Settlement and Release agreement. (Note 5) | | | | | | | | | | | |
|
· | On October 9, 2012, the Company issued 250,000 common shares at $0.23 per share in connection with the modification of $2,750,000 of our convertible notes payable (Note 9). The issuance of the shares extended the repayment date of the accrued interest associated with the notes. | | | | | | | | | | | |
|
· | On August 22, 2012, the Company issued 1,100,000 common shares at $0.53 per share in connection with the conversion of a $500,000 convertible note payable and associated accrued interest (Note 9). The conversion feature embedded in the notes initially indicated that the note was convertible into 333,333 Common Shares. We have recorded a loss of $406,334 in connection with the additional shares of our common stock. | | | | | | | | | | | |
|
· | On July 19, 2012 we issued 2,611,000 common shares at $0.70 per share in connection with the execution of an amendment to a lease purchase agreement. | | | | | | | | | | | |
|
· | On June 19, 2012 we issued 600,000 common shares at $0.89 per share in connection with the execution of a second amendment to a purchase agreement. | | | | | | | | | | | |
|
· | On May 15, 2012, the Company closed a private placement of units to an Accredited Investor. Under the terms of the private placement, the Company issued 500,000 units at a price of $1.50 per unit, for aggregate cash proceeds of $750,000. Each unit consisted of one Common Share and one half Common Share purchase warrant, each full warrant exercisable to purchase one Common Share at $2.75 for a period of three years. The proceeds were partially used to pay the final payment of the Edsel Promissory Note, the June Extension Price and general corporate purposes. | | | | | | | | | | | |
|
Unvested Common Share Grants |
|
As of April 30, 2014 there were 283,333 shares of unvested common stock issued to employees of the Company outstanding. Shares vest on April 12, 2014 (250,000) issued at $0.60 and May 1, 2014 (33,000) issued at $2.60 respectively. Unvested share based compensation as of April 30, 2014 amounted to $80,562. |
|
Warrants |
|
Warrant activities for the years ended April 30, 2014 and 2013 are summarized as follows: |
|
| | Year Ended April 30, 2014 | |
| | Number of Warrants | | | Weighted Average Exercise Price | | | Term | |
Balance at beginning of year | | | 250,000 | | | $ | 2.75 | | | | 1.79 | |
Issued | | | 5,000,000 | | | | 0.05 | | | | 2 | |
Exercised | | | - | | | | - | | | | - | |
Cancelled | | | - | | | | - | | | | - | |
Balance at end of year | | | 5,250,000 | | | $ | 0.18 | | | | 1.8 | |
Warrants exercisable at end of year | | | 250,000 | | | $ | 2.75 | | | | 1.04 | |
|
| | Year Ended April 30, 2013 | |
| | Number of Warrants | | | Weighted Average Exercise Price | | | Term | |
Balance at beginning of year | | | 250,000 | | | $ | 2.75 | | | | 2.79 | |
Issued | | | - | | | | - | | | | - | |
Exercised | | | - | | | | - | | | | - | |
Cancelled | | | - | | | | - | | | | - | |
Balance at end of year | | | 250,000 | | | $ | 2.75 | | | | 1.79 | |
Warrants exercisable at end of year | | | 250,000 | | | $ | 2.75 | | | | 1.79 | |
|
During the fiscal year ended April 30, 2014, the Company issued to each of the December 31, 2014, 10% noteholders, 2,500,000 warrants to purchase our common shares at $0.05 per share, beginning on February 15, 2015. The Company has retained the right to call the warrants any time within the first six months from the date of issuance at $0.10 provided that we re-pay a minimum of $500,000 in principal on each note. |
|
The table below summarizes warrants to purchase our common shares as of April 30, 2014 and April 30, 2013: |
|
| | 2014 | | | 2013 | | | | | |
Number of warrants | | | 5,250,000 | | | | 250,000 | | | | | |
Exercise price | | $ | 0.05 - $2.75 | | | $ | 2.75 | | | | | |
Expiration date | | | 2015/2016 | | | | 2015 | | | | | |
|
Fiscal 2014 Transactions |
|
The assumptions used in the fair value method calculation for the fiscal year ended April 30, 2014 are disclosed in the following table. No fair value calculations were performed during the fiscal year ended April 30, 2013 as there were no grants: |
|
| | Fiscal Year Ended April 30, 2014 | | | | | | | | | |
Weighted average grant date fair value per warrant granted during the period | | $ | 0.008 | | | | | | | | | |
Weighted average stock price volatility | | | 306.24 | % | | | | | | | | |
Weighted average risk free rate of return | | | 0.11 | % | | | | | | | | |
Weighted average expected term | | 2.00 years | | | | | | | | | |
Estimated forfeiture rate | | 0 | | | | | | | | | |
Estimated dividend rate | | 0 | | | | | | | | | |
Number of warrants | | 5,000,000 | | | | | | | | | |
|
Expected dividend yield is zero considering that we do not anticipate paying dividends. Volatility is based on the historical volatility of the Company over a period similar to the expected life of the warrants. Expected life is based on the contractual term of the warrants. The risk-free interest rate represents the published interest rate for 2-year US Treasury Bonds on the grant date. |
|
Fiscal 2013 Transactions |
|
On May 15, 2012 we issued 250,000 warrants to purchase our common shares at $2.75 in connection with a private placement of units to an Accredited Investor. |
|