NOTE 10 - STOCKHOLDERS DEFICIT | Authorized Shares As of April 6, 2016, the Company amended its articles of incorporation to increase its authorized shares to 1,000,000,000 common shares and 10,000,000 preferred shares, and as of November 29, 2016, increased its authorized common shares to 3,000,000,000 shares. The increase in authorized shares has been given retroactive effect in the accompanying condensed consolidated financial statements for all periods presented. Stock Issuances During the nine months ended January 31, 2017, the Company issued a total of 731,491,509 shares of its common stock: 194,999,999 shares in conversion of notes payable in default of $2,925,000; 41,784,320 shares in a private placement for $118,230 cash and $60,000 in services; 7,000,000 shares as a fee valued at $34,300 and 452,000,000 shares in conversion of $56,100 note principal pursuant to the Settlement Agreement (Note 7) and $156,283 in associated derivative liabilities; 5,000,000 shares for cash of $1,000, 2,082,190 shares in settlement of accrued expenses of $208,219 and 28,625,000 shares in payment of accounts payable for services of $5,725. On May 2, 2016, the Company issued 194,999,999 shares of its common stock to a related party pursuant to the conversion of notes payable in default (see Note 4), reducing stock subscriptions payable by $2,925,000. The Company initiated in fiscal year 2016 a private placement to qualified investors for cash and services. A total of $118,230 cash and $60,000 in services was received, including $49,200 cash from related parties, for a total of 41,784,320 common shares of the Company and a total of 43,025,313 warrants. The warrants entitle the investors to purchase common shares at exercise prices of $0.0001 and $0.01 per share through March 1, 2022. Of the common shares issued, 1,096,397 shares were issued in July 2016, 27,740,423 shares were issued in December 2016 and 12,947,500 shares were issued in January 2017. On October 31, 2016, the Company issued 7,000,000 shares of its common stock as a fee valued at $34,300 to an institution lender pursuant to a Settlement Agreement (see Note 7). During November 2016 through January 31, 2017, the Company issued the lender a total of 452,000,000 shares of the Companys common stock in conversion of $56,100 note principal. On January 19, 2017, the Company issued 5,000,000 shares of its common stock to an investor for $1,000 cash. On January 24, 2017, the Company entered into an agreement with a former employee to issue 2,082,190 shares of the Companys common stock in settlement of accrued salaries of $208,219, and recognized a gain on extinguishment of liabilities of $207,803. On January 24, 2017, the Company issued 28,625,000 shares of its common stock to a consultant in payment of services valued at $5,725. Stock Options On March 7, 2012, the Company issued a total of 2,000,000 stock options exercisable at $0.35 per share for a period of ten years from the date of grant. The Company did not grant any stock options during the nine months ended January 31, 2017. A summary of stock option activity during the nine months ended January 31, 2017 is presented below: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding, April 30, 2016 2,000,000 $ 0.35 5.85 Granted - - Canceled / Expired - - Exercised - - Outstanding, January 31, 2017 2,000,000 $ 0.35 5.10 The Company uses the Black-Scholes option pricing model to estimate the grant date fair value of its stock options, which value is amortized to stock-based compensation expense over the vesting period of the options. No stock-based compensation expense was recorded during the three months and nine months ended January 31, 2017 and 2016 related to stock option grants. There was no unrecognized stock option expense at January 31, 2017. Warrants The Company has issued warrants to qualified investors in a private placement, for debt discounts or other stock-based compensation. These warrants generally vest upon grant and are valued using the Black-Scholes option pricing model or multinomial lattice models that value the warrants based on a probability weighted cash flow model using projections of the various potential outcomes. A summary of warrant activity during the nine months ended January 31, 2017 is presented below: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding, April 30, 2016 11,522,170 $ 0.01 5.84 Granted 65,138,143 $ 0.01 Canceled / Expired - - Exercised - - Outstanding, January 31, 2017 76,660,313 $ 0.01 5.04 Common Stock Reserved At January 31, 2017, 76,660,313 shares of the Companys common stock were reserved for issuance of outstanding warrants. |