Equity Transactions | 4. Equity Transactions The Company has two classes of stock, preferred stock and common stock. There are 10 million shares of $.0001 par value preferred shares authorized. Preferred shares have not been defined for any preferences. There are 100 million shares of $.0001 par value common shares authorized. The company has 21,511,812 and 21,311,812 issued and outstanding shares as of March 31, 2013 and December 31, 2012, respectively. At inception, the Company has issued 5,000,000 shares of restricted common stock to the incorporator for initial funding, in the amount of $4,000. On June 16, 2011, the Company issued 17,000,000 shares of common stock in exchange for licensing agreement and consulting agreement. In association with the change in control and exchange, the former majority shareholder tendered 3,750,000 shares of common stock in exchange for option to purchase 2,250,000 shares. The option was exercised. From the period beginning September 2011 through December 31, 2011, the Company issued 39,975 shares of common stock, at $4.00 per share in cash, for a total amount of $159,900. From the period beginning January 1, 2012 through March 31, 2012, the Company issued 6,912 shares of common stock, at $4.00 per share in cash, for a total amount of $27,650. From the period beginning April 1, 2012 through June 30, 2012, the Company issued 15,000 shares of common stock, at $4.00 per share in cash, for a total amount of $60,000. On April 26, 2012, the Company entered into an employment agreement with John F. Wallin., as the President and Chief Executive Officer CEO of the Company. In consideration of the services, the Company agreed to issue a stock option to purchase 1,750,000 shares of the Companys common stock at an exercise price of $.0001 per share, vesting over a four year period. The stock option shall vest with respect to 20% of the total number of shares which are the subject of the option (350,000 shares) immediately after the effective date of the agreement, thereafter the remaining shares granted under the option shall vest ratably on a monthly basis (29,166 shares per month) at the end of each month over a 48-month period. Notwithstanding the foregoing, in the event of a closing of a Change of Control transaction, all options from this agreement and others shall immediately vest and become fully exercisable. The employment agreement with Mr. Wallin provides that, upon completion of two million dollars in financing, the Company shall begin to pay John a base salary of $250,000 per year, to be paid at the times and subject to the Companys standard payroll practices, subject to applicable withholding. Base salary shall be reviewed at least annually, and increased as determined by the Board. So long as Mr. Wallin has not been terminated for cause, as defined in the employment agreement, he will be eligible for bonus compensation, payable immediately following completion of the Companys financial statements for each full fiscal year, commencing with the 2013 fiscal year. Mr. Wallins annual bonus targets are still being developed by the Company and will be adjusted from time to time, based upon the Companys achieving 100% of certain financial metrics plan targets to be determined by the Board. On April 26, 2012, the Company entered into an employment agreement with James R. Millikan, as the Chief Operating Officer COO of the Company reporting to the President and CEO. In consideration of the services, the Company agreed to issue a stock option to purchase 1,000,000 shares of the Companys common stock at an exercise price of $.0001 per share, vesting over a four year period. The stock option shall vest with respect to 20% of the total number of shares which are the subject of the option (200,000 shares) immediately after the effective date of the agreement, thereafter the remaining shares granted under the option shall vest ratably on a monthly basis (16,666 shares per month) at the end of each month over a 48-month period. Notwithstanding the foregoing, in the event of a closing of a Change of Control transaction, all options from this agreement and others shall immediately vest and become fully exercisable. The employment agreement with Mr. Millikan provides that, upon completion of two million dollars in financing, the Company shall begin to pay Jim a base salary of $175,000 per year, to be paid at the times and subject to the Companys standard payroll practices, subject to applicable withholding. Base salary shall be reviewed at least annually, and increased as determined by the Board. So long as Mr. Millikan has not been terminated for cause, as defined in the employment agreement, he will be eligible for bonus compensation, payable immediately following completion of the Companys financial statements for each full fiscal year, commencing with the 2013 fiscal year. Mr. Millikans annual bonus targets are still being developed by the Company and will be adjusted from time to time, based upon the Companys achieving 100% of certain financial metrics plan Targets to be determined by the Board. On, April 26, 2012, the Company entered into an employment agreement with Cynthia Boerum, as the Chief Strategic Officer CSO of the Company reporting to the President and CEO. In consideration of the services, the Company agreed to issue a stock option to purchase 1,000,000 shares of the Companys common stock at an exercise price of $.0001 per share, vesting over a four year period. The stock option shall vest with respect to 20% of the total number of shares which are the subject of the option (200,000 shares) immediately after the effective date of the agreement, thereafter the remaining shares granted under the option shall vest ratably on a monthly basis (16,666 shares per month) at the end of each month over a 48-month period. Notwithstanding the foregoing, in the event of a closing of a Change of Control transaction, all options from this agreement and others shall immediately vest and become fully exercisable. The employment agreement with Ms. Boerum provides that, upon completion of two million dollars in financing, the Company shall begin to pay Cynthia a base salary of $150,000 per year, to be paid at the times and subject to the Companys standard payroll practices, subject to applicable withholding. Base salary shall be reviewed at least annually, and increased as determined by the Board. So long as Ms. Boerum has not been terminated for cause, as defined in the employment agreement, she will be eligible for bonus compensation, payable immediately following completion of the Companys financial statements for each full fiscal year, commencing with the 2013 fiscal year. Ms. Boerums annual bonus targets are still being developed by the Company and will be adjusted from time to time, based upon the Companys achieving 100% of certain financial metrics plan Targets to be determined by the Board. On, January 3, 2013 the Company entered into an employment agreement with Patrick Custardo, as the Chief Acquisitions Officer CAO of the Company reporting to the President and CEO. In consideration of the services, the Company agreed to issue a stock option to purchase 1,000,000 shares of the Companys common stock at an exercise price of $.0001 per share, vesting over a four year period. The stock option shall vest with respect to 20% of the total number of shares which are the subject of the option (200,000 shares) immediately after the effective date of the agreement, thereafter the remaining shares granted under the option shall vest ratably on a monthly basis (16,666 shares per month) at the end of each month over a 48-month period. Notwithstanding the foregoing, in the event of a closing of a Change of Control transaction, all options from this agreement and others shall immediately vest and become fully exercisable. The employment agreement with Mr. Custardo provides that, upon completion of two million dollars in financing, the Company shall begin to pay Patrick a base salary of $150,000 per year, to be paid at the times and subject to the Companys standard payroll practices, subject to applicable withholding. Base salary shall be reviewed at least annually, and increased as determined by the Board. So long as Mr. Custardo has not been terminated for cause, as defined in the employment agreement, she will be eligible for bonus compensation, payable immediately following completion of the Companys financial statements for each full fiscal year, commencing with the 2013 fiscal year. Mr. Custardos annual bonus targets are still being developed by the Company and will be adjusted from time to time, based upon the Companys achieving 100% of certain financial metrics plan Targets to be determined by the Board. During the period ended March 31, 2013, the Companys affiliate received cash proceeds of $194,248 from investors for preferred stock subscriptions in the Company. The 48,562 shares of preferred stock have not been issued because the Company has not filed the Certificate of Designations to the State of Delaware, and the proceeds were deposited directly into the bank of account of Synergistic, the Companys affiliate. The preferred shares have not been issued to the investors and the Company has recorded the preferred stock subscriptions as a liability under preferred stock payable as of March 31, 2013. There are no warrants, or other common stock equivalents outstanding as of March 31, 2013 and December 31, 2012. Stock-based Compensation The Company recognizes stock-based compensation expense in its statement of operations based on estimates of the fair value of employee stock option and stock grant awards as measured on the grant date. For stock options, the Company uses the Black-Scholes option pricing model to determine the value of the awards granted. The Company amortizes the estimated value of the options as of the grant date over the stock options vesting period, which is generally four years. The Company has estimated the value of common stock into which the options are exercisable at $4 per share for financial reporting purposes. This amount was determined based on the price our stock was sold for in past private placements, the minimum stock price required for listing on any Nasdaq market, and the amount also approximates a $85 million valuation for the entire Company, which is considered micro-cap by most equity analysts. The stock based compensation expense is an estimate and significant judgment was involved in attempting to determine the value of common stock. The Companys common stock has never traded publicly, and no stock has traded in private markets either, except for privately negotiated sales to the founder and other private investors of the company and the founder of the technology from which the company subsequently licensed rights. The Company does not have any offers for purchase of its common stock in any stage, and no stock is registered for resale with the Securities and Exchange Commission. The Company believes the only material estimate used in estimating the value stock options was the estimated fair value of the common stock, and that assumed volatility, term, interest rate and dividend yield changes would be not result in material differences in stock option valuations. Based on the assumed value of common stock, the grant-date fair value of options granted during the three months ended March 31, 2013, the year ended 2012 and 2011 was $6,750,000. The Company recognized stock-based compensation expense of $1,750,000, 5,000,000 and $0 during the three months ended March 31, 2013, year ended 2012 and 2011, respectively, which were included in general and administrative expenses. As of March 31, 2013, there was $13,000,000 of total unrecognized compensation cost related to unvested stock-based compensation awards, which is expected to be recognized over the weighted average remaining vesting period of approximately 3.5 years. The following is a summary of the outstanding options, as of March 31, 2013: Weighted Average Options Options Intrinsic Exercise Remaining Outstanding Vested Value Price Term Options, December 31, 2011 - - $ - $ - Granted - - Exercised - - Forfeited / expired - - Options, December 31, 2011 - - Granted 3,750,000 1,250,000 $ 4.00 $ 0.0001 3.3 years Exercised (750,000 ) - Forfeited / expired - - Options, December 31, 2012 3,000,000 1,250,000 Granted 1,000,000 437,500 4.00 0.0001 4 years Exercised (200,000 ) Forfeited / expired - - Options, March 31, 2013 3,800,000 1,687,500 Weighted average assumptions in the calculation of option value: Historical Volatility 268.0% Risk Free Rate 0.83% Dividend Yield 0.00% Forfeiture Rate 0.00% The Company has reserved a total of 5,327,953 shares of common stock for issuance under its stock award plan, and 4,327,953 of these shares remained available for future issuance as of March 31, 2013. |