EQUITY | 12 Months Ended |
Sep. 30, 2013 |
Equity [Abstract] | ' |
EQUITY | ' |
Note 8 EQUITY |
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Common Stock |
Effective May 10, 2012, our Articles of Incorporation were amended pursuant to a Certificate of Change Pursuant to Nevada Revised Statutes 78.209 (the “Certificate of Change”) filed with the Nevada Secretary of State. The Certificate of Change provided for both a reverse stock split of the outstanding shares of our common stock on a 1-for-10 basis (the “Reverse Stock Split”), and a corresponding decrease in the number of shares of our common stock that we are authorized to issue (the “Share Decrease”). |
As a result of the Reverse Stock Split, the number of issued and outstanding shares of our common stock decreased from 76,040,000 pre-Reverse Stock Split shares to 7,604,117 post-Reverse Stock Split shares (after adjustment for any fractional shares). Pursuant to the Share Decrease, the number of authorized shares of our common stock has decreased from 750,000,000 to 75,000,000 shares of common stock. All amounts shown for common stock and additional paid in capital included in these financial statements are presented post-Reverse Stock Split. |
During fiscal 2013 the Company sold 3,500,000 shares of common stock to accredited investors for total proceeds of $350,000 in cash, issued 211,800 shares of common stock for the conversion of $21,180 of debt and accrued interest and issued 200,000 shares of common stock to Mr. Medley as a performance bonus valued at $20,000. Additionally, as of September 30, 2013, the Company had received proceeds of $75,010 from accredited investors for the purchase of 750,000 shares of common stock and granted 200,000 shares of common stock as payment in full to a consultant for services valued at $20,000. These shares were not issued until subsequent to our fiscal year end and accordingly there is a common stock payable totaling $95,010 included on our Balance Sheet at September 30, 2013. |
On June 24, 2013, the Company and Mr. Medley mutually rescinded the Company's issuance to Mr. Medley of 720,000 shares of common stock, valued at $72,000. The shares had originally been issued to Mr. Medley on February 28, 2013, in lieu of and as payment in full of $72,000 of accrued but unpaid salary that the Company owed Mr. Medley under his employment agreement with the Company. The Company and Mr. Medley instead determined on June 24, 2013 to, in exchange for Mr. Medley's willingness to defer payment of $72,000 of unpaid wages and salary, (i) permit the Company, at its option, to pay the foregoing, unpaid salary in cash at any time and (ii) give Mr. Medley an option to purchase 720,000 shares of common stock at a price of $0.10 per share. |
During fiscal 2012 the Company had stock sales to accredited investors of 1,550,000 common shares for total proceeds of $155,000 in cash. |
During August 2011, the Company entered into a stock purchase agreement (the “Stock Purchase Agreement”) whereby the Company sold 70,000 shares (the “Shares”) and a one-year warrant to purchase up to 29,960 shares of our common stock (the “Warrant Shares”) to a single accredited investor for an aggregate purchase price of $52,500 which was recorded as a common stock payable at September 30, 2011 as the shares were not issued to the investor until February 7, 2012. The warrant was exercisable at a price of $1.50 per share and expired on August 5, 2012. Effective May 16, 2012, the Stock Purchase Agreement was amended requiring that the Company issue an additional 130,000 shares of common stock to the investor in exchange for the removal of certain price protection provisions included in the Stock Purchase Agreement. The Shares had a price protection feature that ensured the aggregate value of the Shares would be equal to or greater than $52,500 on August 10, 2012; however, the May 16, 2012 amendment to the Stock Purchase Agreement removed that price protection feature. In addition, if exercised, the Warrant Shares had a price protection feature that ensured the value of the Warrant Shares on the date that is one year after the date the Warrant Shares are purchased would be equal to or greater than the aggregate price paid for the Warrant Shares; however, the May 16, 2012 amendment to the Stock Purchase Agreement removed that price protection feature. In connection with the sale of the Shares during the fiscal year ended September 30, 2011, the Company applied the guidance of FASB ASC Topic No. 815-40. Accordingly, the price protection features attached to the Shares were accounted for as derivative liabilities at the date of sale and adjusted to fair value through earnings at each reporting date. The resulting value was allocated to the proceeds received and applied as a discount to the stock payable account in paid-in capital on the balance sheet. In connection with the May 16, 2012 amendment to the Stock Purchase Agreement, the Company applied the guidance of FASB ASC Topic No. 815-40-35. Accordingly, the derivative was re-valued on May 16, 2012 to an approximate fair value of $32,625, resulting in net derivative income of $7,275 during fiscal year 2012. Also in accordance with FASB ASC Topic No. 815-40-35, the re-valued derivative balance on May 16, 2012 was reclassified to paid-in-capital. The 130,000 additional shares were issued to the investor on July 16, 2012. |
On February 15, 2011, the Company entered into a one year employment agreement with J. Bernard Rice as Chief Financial Officer of the Company (the “Rice Employment Agreement”). Effective February 15, 2012, Mr. Rice resigned as Chief Financial Officer and as a member of the Company’s Board of Directors. In accordance with the Rice Employment Agreement and as compensation for his board member services, Mr. Rice was to be granted a total of 300,000 shares of common stock of which 50,000 shares, valued at the then prevailing market rate, or $45,000, were issued during April 2011. Concurrent with his resignation, Mr. Rice was issued the remaining 250,000 shares of common stock for his services rendered as our Chief Financial Officer and as a member of the Board of Directors. These shares were earned over his service period. In the quarter ending March 31, 2012, $1,350 was recognized as an expense for this service. |
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Common Stock Warrants |
Since inception, the Company has issued warrants to purchase shares of the Company’s common stock to accredited investors and consultants as compensation for services rendered, as well as, in conjunction with the purchase of our common stock. A summary of the Company’s warrants activity and related information for the year ended September 30, 2013 is provided below. |
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In conjunction with the sale of 2,000,000 shares of common stock sold during fiscal 2013 we granted to the investors, for no additional consideration, one-year warrants to purchase up to an aggregate of 500,000 shares of common stock at an exercise price of $0.10 per share. The relative fair value of the warrants at the date of grant was estimated at approximately $100,800 using the Black-Scholes option pricing model based on the following assumptions: expected dividend yield 0%, expected volatility 306%, risk-free interest rate 0.11%, and expected life of 1.0 year. The warrants are exercisable at any time. |
During fiscal 2013 the Company issued to independent consultants warrants to purchase up to an aggregate of 1,000,000 shares of common stock at an exercise price of $0.10 per share. The Company issued the warrants as consideration for business development services provided. The fair value of the warrants was estimated to be $107,502 using the Black-Scholes option pricing model based on the following assumptions: expected dividend yield 0%, expected volatility 306%, risk-free interest rate 0.14% - 0.12%, and expected life of 1-2 years and is included in stock based compensation in the accompanying statement of operations. In addition, we issued to a consultant a warrant to purchase up to 375,000 shares of common stock at an exercise price of $0.10 per share, which will vest and become exercisable as of the date that the consultant introduces the Company to at least three potential strategic partners or licensees of the Company’s products. In accordance with ASC 505-50-25-4, the expense related to these warrants will not be recognized until the performance condition has been met. |
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| | | Number of | | | | | | | | | | | | | | | | | | | |
| | | Warrants | | | | | | | | | | | | | | | | | | | |
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Outstanding and exercisable at September 30, 2011 | | | | 144,960 | | | | | | | | | | | | | | | | | | | |
Warrants exercised | | | | - | | | | | | | | | | | | | | | | | | | |
Warrants granted | | | | 250,000 | | | | | | | | | | | | | | | | | | | |
Warrants expired | | | | (29,960 | ) | | | | | | | | | | | | | | | | | | |
Outstanding and exercisable at September 30, 2012 | | | | 365,000 | | | | | | | | | | | | | | | | | | | |
Warrants exercised | | | | - | | | | | | | | | | | | | | | | | | | |
Warrants granted | | | | 1,875,000 | | | | | | | | | | | | | | | | | | | |
Warrants expired | | | | (365,000 | ) | | | | | | | | | | | | | | | | | | |
Outstanding at September 30, 2013 | | | | 1,875,000 | | | | | | | | | | | | | | | | | | | |
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| Stock Warrants as of September 30, 2013 | |
| Exercise | | Warrants | | Remaining | | Warrants | |
| Price | | Granted | | Life (Years) | | Exercisable | |
| | | | | | | | |
$0.10 | | | 1,875,000 | | | 0.8 | | | 1,500,000 | |
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Common Stock Options |
Since inception, the Company has issued options to purchase shares of the Company’s common stock to employees and consultants as compensation for services rendered. A summary of the Company’s options activity and related information for the year ended September 30, 2013 is provided below. |
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Option awards with performance and service conditions |
On February 28, 2013, we granted to Mr. Medley a three-year non-qualified stock option to purchase up to 1,600,000 shares of our common stock at an exercise price equal to $0.10 per share, which was the closing market price of our common stock on February 28, 2013 (i.e., the date of grant). The option will vest and become exercisable only if, and to the extent, the Company achieves the following milestones related to the Company’s trademark products (“Davi Products”): (i) 400,000 shares of the option vested on the date that a recent licensee commercially releases Davi Products in Asia; (ii) 400,000 shares of the option will vest when certain licensed sales of Davi Products exceed $2,000,000; (iii) 400,000 shares of the option will vest when certain licensed sales of Davi Products exceed $5,000,000; and (iv) 400,000 shares of the option will vest on the date that we commercially launch any Davi Product in the U.S., other than on our website; provided, in each case, that Mr. Medley remains in our continuous employ through such vesting date. |
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Option awards with no performance or service requirements |
On June 24, 2013, we granted to Mr. Medley a fully vested, non-qualified stock option to purchase up to 720,000 shares of our common stock anytime before September 30, 2015 at an exercise price equal to $0.10 per share, which was the closing market price of our common stock on June 24, 2013 (i.e., the date of grant). |
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On August 8, 2013, we granted to a consultant a fully vested, five-year non-qualified stock option to purchase up to 1,000,000 shares of our common stock at an exercise price equal to $0.10 per share, which was the closing market price of our common stock on August 8, 2013 (i.e., the date of grant). |
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The fair value of these 3,320,000 options was estimated using the Black-Scholes option pricing model based on the following assumptions: expected dividend yield 0%, expected volatility 229% - 338%, risk-free interest rate 0.69% - 1.36% and expected life of 27 – 60 months. |
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Compensation expense recognized for the above noted awards for the year ended September 30, 2013 amounted to $262,397 and is included in stock based compensation in the accompanying statement of operations. Unamortized compensation cost for these awards amounted to $62,864 and will be amortized over the remaining vesting term of the option awards. |
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A summary of option activity under the Company’s employee stock option plan for the year ended September 30, 2013, is presented below: |
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| | Shares | | Weighted Average Exercise Price | | Weighted Average Remaining Contractual Life (in years) | | Grant Date Fair Value | | | | | | | | | | | | | | | |
Outstanding at September 30, 2012 | | $ - | | $ - | | - | | $ - | | | | | | | | | | | | | | | |
Options granted | | 3,320,000 | | $0.10 | | 3.44 | | 325,260 | | | | | | | | | | | | | | | |
Options exercised | | - | | - | | - | | - | | | | | | | | | | | | | | | |
Options cancelled/ forfeited/ expired | | - | | - | | - | | - | | | | | | | | | | | | | | | |
Outstanding at September 30, 2013 | | 3,320,000 | | $0.10 | | 3.06 | | $325,260 | | | | | | | | | | | | | | | |
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Exercisable at September 30, 2013 | | 2,120,000 | | $0.10 | | 3.42 | | $262,397 | | | | | | | | | | | | | | | |
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