Stockholders' Equity | Note 12 – Stockholders’ Equity (Deficit) Shares Authorized Upon formation the total number of shares of all classes of stock which the Company is authorized to issue is Seventy Five Million (75,000,000) shares of which Seventy Five Million (75,000,000) shares shall be Common Stock, par value $.001 per share. Common Stock Sale of Common Stock or Equity Units For the quarter period ended March 31, 2015 , the Company raised $418,825 from the issuance of (i) 6,152,145 common shares of the Company; (ii) warrants to purchase 12,354,290 common shares with an exercise price of $0.15 per share, expiring five (5) years from the date of issuance, at $0.07 per unit or a net proceeds of $418,825; $269,015 ($0.04 per common share) and $155,482 ($0.01 per warrant share) were allocated as the relative fair value of the common stock and warrants, respectively. In April, 2015 , the Company raised $240,600 from the issuance of (i) 1,603,999 common shares of the Company; (ii) warrants to purchase 3,241,332 common shares with an exercise price of $0.25 per share, expiring five (5) years from the date of issuance, at $0.15 per unit or a net proceeds of $240,600; $146,766 ($0.09 per common share) and $93,834 ($0.03 per warrant share) were allocated as the relative fair value of the common stock and warrants, respectively. On May 11, 2015, warrants to purchase 800,000 shares with an exercise price of $0.01 per share were exercised by a shareholder for $8,000 in cash. In June, 2015 , the Company raised $128,500 from the issuance of (i) 1,713,333 common shares of the Company; (ii) warrants to purchase 1,713,333 common shares with an exercise price of $0.25 per share, expiring five (5) years from the date of issuance, at $0.075 per unit or a net proceeds of $128,500; $111,153($0.06 per common share) and $17,347 ($0.01 per warrant share) were allocated as the relative fair value of the common stock and warrants, respectively. On June 30, 2015, options to purchase 1,600,000 shares with an exercise price of $0.01 per share were exercised by an officer for $16,000 in cash. In August, 2015, the Company sold 966,666 equity units consisting of one (1) common share and a warrant to purchase one (1) common share with an exercise price of $0.25 per share, expiring five (5) years from the date of issuance, at $0.075 per unit or $72,500; $39,730 ($0.04per common share) and $32,770 ($0.03 per warrant share) were allocated as the relative fair value of the common stock and warrants, respectively. In September 2015, the Company sold 555,555 equity units consisting of one (1) common share and a warrant to purchase one (1) common share with an exercise price of $0.15 per share, expiring five (5) years from the date of issuance, at $0.009 per unit or $50,000; $26,650 ($0.05 per common share) and $23,350 ($0.04 per warrant share) were allocated as the relative fair value of the common stock and warrants, respectively. During the three months ended December 31, 2015, the Company sold 1,100,001 equity units consisting of one (1) common share and a warrant to purchase one (1) common share with an exercise price of $0.15 per share, expiring five (5) years from the date of issuance, at $0.09 per unit or $99,000; $54,747 ($0.05 per common share) and $44,253 ($0.04 per warrant share) were allocated as the relative fair value of the common stock and warrants, respectively. During the three months ended December 31, 2015, the Company sold 3,000,000 equity units consisting of one (1) common share and a warrant to purchase one and 1/2 (1.5) common share with an exercise price of $0.15 per share, expiring five (5) years from the date of issuance, at $0.10 per unit or $300,000; $131,400 ($0.04 per common share) and $168,600 ($0.04 per warrant share) were allocated as the relative fair value of the common stock and warrants, respectively. During the three months ended December 31, 2015, the Company sold 100,000 equity units consisting of one (1) common share and a warrant to purchase one (1) common share with an exercise price of $0.15 per share, expiring five (5) years from the date of issuance, at $0.10 per unit or $10,000; $150 ($0.002 per common share) and $9,850 ($0.01 per warrant share) were allocated as the relative fair value of the common stock and warrants, respectively. Issuance of Common Stock or Equity Units to Parties Other Than Employees for Acquiring Goods or Services On October 24, 2014, the Company entered into a Agency agreement (the "Agency Agreement") with TMA (the "Consultant”). Per the Agency Agreement, the Consultant will be authorized by the Company to act as its exclusive Agent solely for the purpose of introducing the Company to specific third party contacts with the objective of possible business opportunity associated with PSI, the Company's wholly owned subsidiary, for a period of ninety (90) days from execution . The Company agrees to pay an amount equal to six (6)% of the computed value of any transaction that occurs between the Company and the Third party. On October 27, 2014, the Company issued a one-time document preparation fee in the form of 35,000 shares of the Company's common shares. On November 19, 2014, the Company issued additional 300,000 common shares for the joint venture valuation services. The shares were valued at $0.10 per share, the closing price on the issuance date, or $33,500, all of which were expensed as consulting fees. In October, 2014, the Company issued 893,333 shares of its common stock to Arthur Douglas and Associates Inc for their consulting services. The shares were valued at $0.13 per shares, the most recent PPM price, or $116,133, which were expensed as consulting fees. During the three months ended September 30, 2015, the Company issued 750,000 shares of its common stock to consultants for their consulting services. The shares were valued at $0.075 per shares, the most recent PPM price, or $56,250, which were expensed as consulting fees. On October 2, 2015, the Company entered into a Consulting agreement (the "Consulting Agreement") with BW Consulting (the "Consultant”). Under the terms and conditions of the Consulting Agreement, the Consultant agreed to create awareness for the Company in the market for a period of 60 days from the date of signing. As consideration for services, the Company issued 300,000 restricted shares of its common stock. The shares were valued at $0.09 per share, the most recent PPM price, or $27,000, all of which were expensed as consulting fees. On October 12, 2015, the Company issued 900,000 shares of its common stock to Arthur Douglas and Associates Inc. for consulting fees. The shares were valued at $0.09 per share, the most recent PPM price, or $81,000, all of which were expensed as consulting fees. On December 22, 2015, the Company cancelled the advisory agreement dated May 21, 2015 with Delaney Equity Group Inc. for a final payment of $3,000 in advisor fees and 100,000 shares of its common stock instead of the 200,000 shares in section 5.a.v of the agreement. The shares were valued at $0.10 per share, the most recent PPM price, or $10,000, all of which were expensed as consulting fees. On December 23, 2015, the Company issued 1,000,000 shares of its common stock to Arthur Douglas and Associates Inc. for a satisfaction of a payment for consulting fees due of $60,000. The shares were valued at $0.10 per share, the most recent PPM price, or $100,000. The Company record $40,000 as loss from extinguishment of debt. Stock Options 2010 Non-Qualified Stock Option Plan (“2010 Option Plan”) On December 22, 2010, effective retroactively as of June 30, 2010, the Company’s board of directors approved the adoption of the “2010 Non-Qualified Stock Option Plan” (“2010 Option Plan”) by unanimous consent. The 2010 Option Plan was initiated to encourage and enable officers, directors, consultants, advisors and key employees of the Company to acquire and retain a proprietary interest in the Company by ownership of its common stock. A total of 7,500,000 of the authorized shares of the Company’s common stock may be subject to, or issued pursuant to, the terms of the plan. Pursuant to Section 7 - Adjustments or Changes in Capitalization of the Stock Option Plan, the number of shares to be received upon the exercise of the option and the exercise price to be paid for a share hereinafter sometimes referred to as “Exercise Price” which may be adjusted from time to time as hereinafter as follows: 7.1 In the event that the outstanding Common Shares of the Company are hereafter changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of merger, consolidation, other reorganization, recapitalization, reclassification, combination of shares, stock split-up or stock dividend: A. Prompt, proportionate, equitable, lawful and adequate adjustment shall be made of the aggregate number and kind of shares subject to Stock Options which may be granted under the Plan, such that the Optionee shall have the right to purchase such Common Shares as may be issued in exchange for the Common Shares purchasable on exercise of the NQSO had such merger, consolidation, other reorganization, recapitalization, reclassification, combination of shares, stock split-up or stock dividend not taken place; B. Rights under unexercised Stock Options or portions thereof granted prior to any such change, both as to the number or kind of shares and the exercise price per share, shall be adjusted appropriately, provided that such adjustments shall be made without change in the total exercise price applicable to the unexercised portion of such NQSO’s but by an adjustment in the price for each share covered by such NQSO’s; or C. Upon any dissolution or liquidation of the Company or any merger or combination in which the Company is not a surviving corporation, each outstanding Stock Option granted hereunder shall terminate, but the Optionee shall have the right, immediately prior to such dissolution, liquidation, merger or combination, to exercise his NQSO in whole or in part, to the extent that it shall not have been exercised, without regard to any installment exercise provisions in such NQSO. 7.2 The foregoing adjustments and the manner of application of the foregoing provisions shall be determined solely by the Committee, whose determination as to what adjustments shall be made and the extent thereof, shall be final, binding and conclusive. No fractional Shares shall be issued under the Plan on account of any such adjustments. The Company’s policy is to recognize compensation cost for awards with only service conditions and a graded vesting schedule on a straight-line basis over the requisite service period for the entire award. Additionally, the Company’s policy is to issue new shares of common stock to satisfy stock option exercises. The Company applied fair value accounting for all share based payments awards. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model. On September 30, 2014, the Company issued an option to purchase 250,000 shares of its common stock to an officer of the Company with an exercise price of $0.125 per share expiring five (5) years from the date of issuance. The assumptions used for options granted during the year ended September 30, 2014 are as follows: Exercise price $ 0.125 - 0.40 Expected dividends - % Expected volatility 47.58 - 57.09 % Risk free interest rate 0.51 - 0.80 % Expected life of option 5 During the fiscal year ended September 30, 2014, the Company recorded $225,880 for options issued as salaries - officers. During the quarter ended December 31, 2014, the Company issued an option to purchase 262,500 shares of its common stock to two officers of the Company with an exercise price of $0.1100 per share expiring five (5) years from the date of issuance. During the quarter ended March 31, 2015, the Company issued an option to purchase 262,500 shares of its common stock to two officers of the Company with an exercise price of $0.19 per share expiring five (5) years from the date of issuance. On May 15, 2015, the Company issued an option to purchase 150,000 shares of its common stock to an officer of the Company with an exercise price of $0.25 per share expiring five (5) years from the date of issuance. During the quarter ended June 30, 2015, the Company issued an option to purchase 262,500 shares of its common stock to two officers of the Company with an exercise price of $0.135 per share expiring five (5) years from the date of issuance. During the quarter ended September 30, 2015, the Company issued an option to purchase 262,500 shares of its common stock to two officers of the Company with an exercise price of $0.130 per share expiring five (5) years from the date of issuance. The assumptions used for options granted during the year ended September 30, 2015 are as follows: Exercise price $ 0.11 - 0.19 Expected dividends - % Expected volatility 126.07 - 148.32 % Risk free interest rate 0.73 - 0.89 % Expected life of option 5 During the fiscal year ended September 30, 2015, the Company recorded $79,631 for options issued as salaries - officers. During the quarter ended December 31, 2015, the Company issued an option to purchase 62,500 shares of its common stock to one officer of the Company with an exercise price of $0.14 per share expiring five (5) years from the date of issuance. The assumptions used for options granted during the reporting period ended December 31, 2015 are as follows: Exercise price $ 0.10 Expected dividends - % Expected volatility 139.01 % Risk free interest rate 1.19 % Expected life of option 5 During the three months ended December 31, 2015, the Company recorded $5,806 for options issued as salaries – officers. Summary of the Company’s Stock Option Activities The table below summarizes the Company’s stock option activities : Number of Option Shares Exercise Price Range Per Share Weighted Average Exercise Price Fair Value at Date of Grant Aggregate Intrinsic Value Balance, September 30, 2015 5,172,500 $ 0.01 - 2.00 $ 0.60 $ 1,514,329 $ - Granted 62,500 0.11-0.25 0.14 5,806 - Canceled - - - - - Exercised (200,000) 0.01 0.01 - - Expired - - - - - Vested and exercisable, December 31, 2015 5,035,000 $ 0.01 - 2.00 $ 0.60 $ 1,520,135 $ - Unvested, December 31, 2015 - $ - $ - $ - $ - The following table summarizes information concerning outstanding and exercisable options as of December 31, 2015: Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Average Remaining Contractual Life (in years) Weighted Average Exercise Price $0.44 50,000 1.20 0.44 50,000 1.20 0.44 $1.00 750,000 4.94 1.00 750,000 4.94 1.00 $2.00 650,000 6.14 2.00 650,000 6.14 2.00 $0.75 10,000 2.68 0.75 10,000 2.68 0.75 $0.40 1,800,000 3.16 0.40 1,800,000 3.16 0.40 $0.40 250,000 3.50 0.40 250,000 3.50 0.40 $0.13 262,500 3.75 0.13 262,500 3.75 0.13 $0.13 262,500 4.00 0.11 262,500 4.00 0.11 $0.13 262,500 4.25 0.19 262,500 4.75 0.19 $0.25 150,000 4.37 0.25 150,000 4.37 0.25 $0.14 262,500 4.50 0.14 262,500 4.50 0.14 $0.13 262,500 4.75 0.13 262,500 4.75 0.13 $0.14 62,500 5.00 0.15 62,500 5.00 0.15 $0.01 - 2.00 5,035,000 4.15 $ 0.62 5,035,000 4.15 $ 0.62 As of December 31, 2015, there were 2,425,000 shares of stock options remaining available for issuance under the 2010 Plan. Warrants January 2014 and March 2014 Issuances On January 13, 2014 and March 28, 2014 , the Company issued warrants to purchase 1,171,905 shares, in aggregate, consisting of warrants to purchase (i) 793,333 shares with an exercise price of $0.40 per share; (ii) 228,572 shares with an exercise price of $0.45 per share; and (iii) 150,000 shares with an exercise price of $0.65 per share expiring five (5) years from the date of issuance to the investors as part of the sale of equity units. The Company estimated the relative fair value of the warrants on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: January 13, 2014 March 28, 2014 Expected life (year) 5 5 Expected volatility (*) 58.28 % 56.29 % Expected annual rate of quarterly dividends 0.00 % 0.00 % Risk-free rate(s) 1.60 % 1.73 % * As a newly formed entity it is not practicable for the Company to estimate the expected volatility of its share price. The Company selected five (5) comparable public companies listed on NYSE MKT and NASDAQ Capital Market within nutritional supplements industry which the Company engages in to calculate the expected volatility. The Company calculated those five (5) comparable companies’ historical volatility over the expected life of the options or warrants and averaged them as its expected volatility . The estimated relative fair value of the warrants was $55,097, $24,480, and $19,170, respectively, or $98,747, in aggregate, at the date of issuance using the Black-Scholes Option Pricing Model. April 2014 Issuances On April 4, 2014 , the Company issued warrants to purchase 131,266 shares with an exercise price of $0.665 per share expiring five (5) years from the date of issuance in connection with the asset purchase agreement consummated on April 4, 2014. The Company estimated the fair value of the warrants on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: April 5, 2014 Expected life (year) 5 Expected volatility (*) 56.26 % Expected annual rate of quarterly dividends 0.00 % Risk-free rate(s) 1.74 % * As a newly formed entity it is not practicable for the Company to estimate the expected volatility of its share price. The Company selected five (5) comparable public companies listed on NYSE MKT and NASDAQ Capital Market within nutritional supplements industry which the Company engages in to calculate the expected volatility. The Company calculated those five (5) comparable companies’ historical volatility over the expected life of the options or warrants and averaged them as its expected volatility . The estimated fair value of the warrants was $0.3282 per warrant share or $43,082, respectively, at the date of issuance using the Black-Scholes Option Pricing Model. On April 30, 2014 , the Company issued warrants to purchase 57,222 shares with an exercise price of $0.65 per share expiring five (5) years from the date of issuance to the investors as part of the sale of equity units. The Company estimated the relative fair value of the warrants on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: April 30, 2014 Expected life (year) 5 Expected volatility (*) 55.52 % Expected annual rate of quarterly dividends 0.00 % Risk-free rate(s) 1.69 % * As a newly formed entity it is not practicable for the Company to estimate the expected volatility of its share price. The Company selected five (5) comparable public companies listed on NYSE MKT and NASDAQ Capital Market within nutritional supplements industry which the Company engages in to calculate the expected volatility. The Company calculated those five (5) comparable companies’ historical volatility over the expected life of the options or warrants and averaged them as its expected volatility . The estimated relative fair value of the warrants was $7,210 at the date of issuance using the Black-Scholes Option Pricing Model. July 2014 Issuances On July 22, 2014 , the Company issued warrants to purchase 348,000 shares with an exercise price of $0.30 per share expiring five (5) years from the date of issuance as part of the sale of equity units. The Company estimated the fair value of the warrants on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: July 22, 2014 Expected life (year) 5 Expected volatility (*) 54.17 % Expected annual rate of quarterly dividends 0.00 % Risk-free rate(s) 1.68 % * As a newly formed entity it is not practicable for the Company to estimate the expected volatility of its share price. The Company selected five (5) comparable public companies listed on NYSE MKT and NASDAQ Capital Market within nutritional supplements industry which the Company engages in to calculate the expected volatility. The Company calculated those five (5) comparable companies’ historical volatility over the expected life of the options or warrants and averaged them as its expected volatility . The estimated fair value of the warrants was $0.06 per warrant share or $20,053, respectively, at the date of issuance using the Black-Scholes Option Pricing Model. February 2015 Issuances Between January and March 2015 , the Company issued warrants to purchase 12,354,290 shares with an exercise price of $0.15 per share expiring five (5) years from the date of issuance as part of the sale of equity units. In February 2015 , the Company issued warrants to purchase 2,874,144 shares with an exercise price of $0.15 per share expiring five (5) years from the date of issuance with loan conversion. The Company estimated the fair value of the warrants on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: February 26, 2015 Expected life (year) 5 Expected volatility (*) 52.31 % Expected annual rate of quarterly dividends 0.00 % Risk-free rate(s) 1.54 % * As a newly formed entity it is not practicable for the Company to estimate the expected volatility of its share price. The Company selected five (5) comparable public companies listed on NYSE MKT and NASDAQ Capital Market within nutritional supplements industry which the Company engages in to calculate the expected volatility. The Company calculated those five (5) comparable companies’ historical volatility over the expected life of the options or warrants and averaged them as its expected volatility . The estimated fair value of the 12,354,290 warrants was $0.01 per warrant share or $155,482, respectively, at the date of issuance using the Black-Scholes Option Pricing Model. The estimated fair value of the 2,874,144 warrants was $0.01 per warrant share or $52,000, respectively, at the date of issuance using the Black-Scholes Option Pricing Model. April 9 2015 and April 18 Issuances In April 2015, the Company issued warrants to purchase 428,572 shares with an exercise price of $0.15 per share expiring five (5) years from the date of issuance with loan conversion. In April 2015, the Company issued warrants to purchase 500,000 shares with an exercise price of $0.25 per share expiring five (5) years from the date of issuance for consultant services. The Company estimated the fair value of the warrants on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: April 9, 2015 April 18, 2015 Expected life (year) 5 5 Expected volatility (*) 51.75 % 51.69 % Expected annual rate of quarterly dividends 0.00 % 0.00 % Risk-free rate(s) 1.40 % 1.33 % * As a newly formed entity it is not practicable for the Company to estimate the expected volatility of its share price. The Company selected five (5) comparable public companies listed on NYSE MKT and NASDAQ Capital Market within nutritional supplements industry which the Company engages in to calculate the expected volatility. The Company calculated those five (5) comparable companies’ historical volatility over the expected life of the options or warrants and averaged them as its expected volatility. The estimated fair value of the warrants was $0.057 and $0.047 per warrant share or $28,800 and $23,600, respectively, at the date of issuance using the Black-Scholes Option Pricing Model. April 13, 2015 and June 19 Issuances In April and June 2015, the Company issued warrants to purchase 4,954,665 shares with an exercise price of $0.25 per share expiring five (5) years from the date of issuance as part of the sale of equity units. The Company estimated the fair value of the warrants on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: April 13, 2015 June 19, 2015 Expected life (year) 5 5 Expected volatility (*) 51.74 % 51.24 % Expected annual rate of quarterly dividends 0.00 % 0.00 % Risk-free rate(s) 1.38 % 1.59 % * As a newly formed entity it is not practicable for the Company to estimate the expected volatility of its share price. The Company selected five (5) comparable public companies listed on NYSE MKT and NASDAQ Capital Market within nutritional supplements industry which the Company engages in to calculate the expected volatility. The Company calculated those five (5) comparable companies’ historical volatility over the expected life of the options or warrants and averaged them as its expected volatility. The estimated fair value of the warrants was $0.03 and $0.01 per warrant share or $93,834 and $17,347, respectively, at the date of issuance using the Black-Scholes Option Pricing Model. August 18 2015 and September 10 Issuances In August 2015, the Company issued warrants to purchase 966,666 shares with an exercise price of $0.25 per share expiring five (5) years from the date of issuance as part of the sale of equity units. In September 2015, the Company issued warrants to purchase 555,555 shares with an exercise price of $0.15 per share expiring five (5) years from the date of issuance as part of the sale of equity units. The Company estimated the fair value of the warrants on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: August 18, 2015 September 10, 2015 Expected life (year) 5 5 Expected volatility (*) 145.49 % 147.59 % Expected annual rate of quarterly dividends 0.00 % 0.00 % Risk-free rate(s) 1.60 % 1.55 % The estimated fair value of the warrants was $0.03 and $0.04 per warrant share or $32,770 and $23,350, respectively, at the date of issuance using the Black-Scholes Option Pricing Model. October 2015 and December 2015 Issuances In October 2015, the Company issued warrants to purchase 1,100,001 shares with an exercise price of $0.15 per share expiring five (5) years from the date of issuance as part of the sale of equity units. In December 2015, the Company issued warrants to purchase 4,600,000 shares with an exercise price of $0.15 per share expiring five (5) years from the date of issuance as part of the sale of equity units. The Company estimated the fair value of the warrants on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: October, 2015 December, 2015 Expected life (year) 5 5 Expected volatility (*) 167.29 % 167.29 % Expected annual rate of quarterly dividends 0.00 % 0.00 % Risk-free rate(s) 1.60 % 1.55 % The estimated fair value of the warrants was $0.0727 and $0.0857 per warrant share or $79,970 and $394,220, respectively, at the date of issuance using the Black-Scholes Option Pricing Model. Summary of the Company’s Warrants Activities The table below summarizes the Company’s warrants activities : Number of Warrant Shares Exercise Price Range Per Share Weighted Average Exercise Price Fair Value at Date of Issuance Aggregate Intrinsic Value Balance, September 30, 2015 36,371,578 $ 0.01-2.31 $ 0.32 $ 1,897,292 $ - Granted 5,700,001 0.15-0.25 0.15 222,703 - Canceled - - - - - Exercised (300,000) 0.01 0.01 (-) - Expired (1,759,334) - - (38) - Balance, December 31, 2015 40,012,245 $ 0.01 - 2.31 $ 0.28 $ 2,119,957 $ Earned and exercisable, December 31, 2015 40,012,245 $ 0.01 - 2.31 $ 0.28 $ 2,119,957 $ - Unvested, December 31, 2015 - $ - $ - $ - $ - The following table summarizes information concerning outstanding and exercisable warrants as of December 31, 2015: Warrants Outstanding Warrants Exercisable Range of Exercise Prices Number Outstanding Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Average Remaining Contractual Life (in years) Weighted Average Exercise Price $0.01 – 2.31 40,012,245 3.65 $ 0.28 40,012,245 3.65 $ 0.28 |