Stockholders' Equity and Options | Note 6 Stockholders Equity On March 11, 2014 our board of directors authorized a 1.5 for 1 forward split of our common stock in the form of a stock dividend (the Stock Split). In connection therewith, Company shareholders of record as of the close of business on March 27, 2014, the record date, received an additional .5 shares of our common stock for each share of our common stock held by them on the record date. Accordingly, all references to numbers of common shares and per-share data in the accompanying financial statements have been adjusted to reflect the Stock Split on a retroactive basis. On October 10, 2013, we issued 30,000,000 shares at $0.0067 per share, to a then officer of the Company, for total proceeds of $200,000. The shares were valued based upon the prior price paid in a prior transaction as there was no public trading at that time. On March 11, 2014 we repurchased 29,500,000 of these shares for an aggregate of $100,000. Prior to the repurchase, the officer and director resigned. In addition, on October 10, 2013, a former officer and director and a former director of ours delivered to us an aggregate of 300,000,000 shares of common stock of ours for cancellation. The cancellation of these shares was made in conjunction with the resignation of the positions they held. On October 15, 2013, we issued 3,750,000 shares at $0.0067 per share, to two directors of the Company for total proceeds of $25,000. The shares were valued based upon prior price paid in a prior transaction as there was no public trading at that time. On January 30, 2014 in connection with the termination of the JV Agreement and the resignation of the two directors, we repurchased these 3,750,000 shares for $25,000, the amount paid. On November 15, 2013, we issued 1,479,000 shares of our common stock in settlement for $34,510 due to a former related party. The shares were valued at $0.015 per share, the trading value on that date. On March 11, 2014, we issued 37,584,000 shares to 3 individuals and their assignees for services rendered. The shares were valued at $0.0067 per share, the amount paid by the Company to repurchase shares on the same date. The total amount, $250,599 was recognized as equity based compensation. During the period from April through September, we sold a total of 4,075,000 shares of our common stock at a price of $0.20 per share for total proceeds of $815,000. The price per share was negotiated with the investors. There was no cost attributed to these sales. On May 15, 2014 we entered into an agreement for investor relation services. The agreement provided for the issuance of 466,666 shares of our common stock. Pursuant to the agreement the stock was earned in June and July 2014. The stock was valued at $476,000, $1.02 per share, the trading value at the date earned and was charged to expense. On June 25, 2014 we entered into an agreement for public and investor relations services. The agreement is for a period of 90 days. The agreement requires the fee to be settled by our issuance of 60,000 restricted shares of our common stock. The shares were issued on July 14, 2014 and are valued at $61,200, $1.02 per share, the trading value, and has been charged to expense. On June 30, 2014 we issued 3,248,898 shares of our common stock in connection with the conversion of $649,780 in debt as per the debt agreement. On December 22, 2014, pursuant to a Placement Agent Agreement, we issued 200,000 restricted shares of our common stock. The shares were valued at $36,000, $0.18 per share, the trading value, and charged to stock based compensation. Note 7 Options In 2013 we issued options to purchase 375,000 shares of our common stock. The options have a term of 10 years, are exercisable at $0.0067 per share and vested twelve months from the date of issuance, October 10, 2013. The fair value of the options, estimated at the date of grant using the Black-Scholes option pricing model was $2,413. The options have been expensed to the cost of the project which we are not moving forward on. The following assumptions were used in the Black-Scholes option pricing model: Expected life (in years) 10 Volatility (based on a comparable companies) 130% Risk Free interest rate 2.71 Dividend yield (on common stock) - During October 2013 through December 31, 2013 we issued options to purchase 1,125,000 shares of our common stock (375,000 to each of our Chief Executive Officer and two Directors). The options had a term of 10 years, were exercisable at $0.0067 per share and vested one year from the date of issuance. In addition, we issued options to purchase 262,500 shares of our common stock to our Chief Financial Officer. The options had a term of 10 years, were exercisable at $0.0067 per share and vested quarterly over the next year. The fair value of the options, estimated at the date of grant using the Black-Scholes option pricing model was $5,859. The options have been expensed to the cost of the project which we are not moving forward on. The following assumptions were used in the Black-Scholes option pricing model Expected life (in years) 10 Volatility (based on a comparable companies) 130% Risk Free interest rate 2.71% Dividend yield (on common stock) - In January 2014 all of the option issued to the officers and directors were cancelled. In March 2014, we issued non-qualified options to purchase 2,916,000 shares of our common stock for services rendered to a director of the Company. The options have a term of 10 years, are exercisable at $0.0067 per share and vested when they were issued. The fair value of the options, estimated at the date of grant using the Black-Scholes option pricing model was $9,078. The options have been expensed as equity based compensation. The following assumptions were used in the Black-Scholes option pricing model: Expected life (in years) 10 Volatility (based on a comparable companies) 123% Risk Free interest rate 2.73% Dividend yield (on common stock) - In May 2014, we issued non-qualified options to purchase 4,500,000 shares of our common stock to certain officers of the Company. The options are exercisable at $0.20 per share and have graded vesting over 4 years. The fair value of the options, estimated at the date of grant using the Black-Scholes option pricing model was $4,415,649. The following assumptions were used in the Black-Scholes option pricing model: Expected life (in years) 10 Volatility (based on a comparable companies) 123% Risk Free interest rate 2.56% Dividend yield (on common stock) - As per guidance in the ASC Topic 718, Compensation - Stock Compensation (ASC 718), we are amortizing the fair value of the options on a straight line basis over the requisite service period for each separately vesting portion of the award as if the award was, in-substance, multiple awards (graded vesting attribution method). The estimated future expense related to existing stock options is a follows: Years ending September 30, 2016 $ 882,766 2017 407,886 2018 86,961 $ 1,377,613 The following is a summary of outstanding stock options issued to employees and directors as of September 30, 2015: Number of Options Exercise price per share Average remaining term in years Aggregate intrinsic value at date of grant Outstanding October 1, 2013 - $ - - $ - Issued 8,803,500 $ 0.0067- 0.20 - - Cancelled 1,387,500 $ 0.0067 - - Outstanding September 30, 2014 7,416,000 $ 0.0067 - 0.20 $ - Issued - - - Cancelled - - - Outstanding September 30, 2015 7,416,000 $0.0067 - $0.20 8.57 - Exercisable 4,391,000 $ $0.0067 - $0.20 8.52 $ - The following is a summary of outstanding stock options issued to non-employees, excluding directors, as of September 30, 2015: Number of Options Exercise price per share Average remaining term in years Aggregate intrinsic value at date of grant Outstanding October 1, 2013 - $ - - $ - Issued 375,000 $0.0067 - Cancelled - - Outstanding September 30, 2014 375,000 $0.0067 - $ - Issued - - Cancelled - - Outstanding September 30, 2015 375,000 $0.0067 8.05 $ - Exercisable 375,000 $0.0067 8.05 $ - Total option expense for the years ended September 30, 2015 and 2014 was $1,828,297 and $1,222,357, respectively. |