SHAREHOLDERS' DEFICIT | NOTE 9 – SHAREHOLDERS’ EQUITY Authorized shares During the year ended September 30, 2016, we were authorized by our Articles of Incorporation to issue up to 75,000,000 shares of common stock, par value $0.001 per share. As of September 30, 2016 there were 74,968,352 shares of common stock issued and outstanding. Holders of shares of common stock have full voting rights, one vote for each share held of record. Stockholders are entitled to receive dividends as may be declared by the Board out of funds legally available therefore and share pro rata in any distributions to stockholders upon liquidation. Stockholders have no conversion, pre-emptive or subscription rights. All outstanding shares of common stock are fully paid and non-assessable. Subsequent to September 30, 2016, the Company amended its Articles of Incorporation to authorize it to issue up to 185,000,000 shares of common stock, par value $0.001 per share, through filing of a Certificate of Amendment on January 12, 2017. Common shares issued for services During the year ended September 30, 2015, the Company issued 1,978,333 shares of its common stock for services valued at $239,633. The shares were valued at the trading price of the common stock at the date of issuance. During the year ended September 30, 2016, the Company issued 1,312,000 shares of its common stock for services valued at $119,800. The shares were valued at the trading price of the common stock at the date of issuance. Common shares issued for repayment of accounts payable During the year ended September 30, 2016, the Company issued 1,000,000 shares of its common stock valued at $100,000 for repayment of consulting fees due of $60,000. The shares were valued at the trading price of the common stock at the date of issuance. The Company recorded a $40,000 loss from extinguishment of debt relating to the repayment. Common shares issued for cash During the year ended September 30, 2015, the Company raised $950,425 from the sale of 11,563,127 shares of its common stock. In connection with the sale, the Company issued warrants to the shareholders to purchase 18,814,176 shares of the Company’s common stock. The warrants expire five years from the date of grant and have exercise prices ranging from $0.15 per share to $0.25 per share. During the year ended September 30, 2016, the Company raised $714,200 from the sale of 6,918,668 shares of its common stock. In connection with the sale, the Company issued warrants to the shareholders to purchase 9,687,168 shares of the Company’s common stock. The warrants expire five years from the date of grant and have exercise prices ranging from $0.15 per share to $0.18 per share. During the year ended September 30, 2016, the Company received $306,000 from several investors to purchase 3,591,429 shares of the Company’s common stock. In connection with the sale, the Company issued warrants to the shareholders to purchase 7,982,857 shares of the Company’s common stock. The warrants expire five years from the date of grant and have an exercise prices ranging from $0.12 to $0.15 per share. As of September 30, 2016, the shares had not been issued to the investors. Stock Options 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. 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. During the year ended September 30, 2015, the Company issued options to purchase 1,200,000 shares of its common stock to an officer and a Director of the Company with exercise prices ranging from $0.11 to $0.25 per share. The options vested immediately and expire five years from the date of grant. During the year ended September 30, 2015, the Company valued the options using a Black-Scholes option pricing model and recorded $111,490 of stock compensation for the value of the options. 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 126.1% - 148.3% Risk free interest rate 0.73% - 0.89% Expected life of options 5 During the year ended September 30, 2015, stock options were exercised to purchase 1,600,000 shares of the Company’s common stock for $16,000. During the year ended September 30, 2016, the Company issued options to purchase 250,000 shares of its common stock to an officer of the Company with exercise prices ranging from $0.10 to $0.15 per share. The options vested immediately and expire five years from the date of grant. During the year ended September 30, 2016, the Company valued the options using a Black-Scholes option pricing model and recorded $22,631 of stock compensation for the value of the options. During the year ended September 30, 2016, the Company issued options to purchase 5,000 shares of its common stock to a consultant with an exercise price of $0.09 per share. The options vested on August 31, 2016 and expire five years from the date of grant. During the year ended September 30, 2016, the Company valued the options using a Black-Scholes option pricing model and recorded $550 of stock compensation for the value of the options. The assumptions used for options granted during the year ended September 30, 2016 are as follows: Exercise price $ 0.10 Expected dividends - Expected volatility 139.0% - 152.2% Risk free interest rate 0.65% - 1.19% Expected life of options 5 During the year ended September 30, 2016, stock options were exercised to purchase 200,000 shares of the Company’s common stock for $2,000. The table below summarizes the Company’s stock option activities for the year ended September 30, 2016: Number of Option Shares Exercise Price Range Per Share Weighted Average Exercise Price Fair Value at Date of Grant Balance, September 30, 2014 5,572,500 $ 0.01 – 2.00 $ 0.54 $ 1,404,598 Granted 1,200,000 0.11 – 0.25 0.15 111,490 Cancelled - - - - Exercised (1,600,000) 0.01 0.01 - Expired - - - - Balance, September 30, 2015 5,172,500 $ 0.01 - 2.00 $ 0.6 $ 1,516,088 Granted 255,000 0.10 - 0.15 0.12 23,181 Cancelled - - - - Exercised (200,000) 0.01 0.01 - Expired - - - - Balance, September 30, 2016 5,227,500 $ 0.01 – 2.00 $ 0.6 $ 1,539,269 Vested and exercisable, September 30, 2016 5,227,500 $ 0.01 - 2.00 $ 0.6 $ 1,539,269 Unvested, September 30, 2016 - $ - $ - $ - The aggregate intrinsic value for option shares outstanding at September 30, 2016 was $4,550. The following table summarizes information concerning outstanding and exercisable options as of September 30, 2016: 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 $0.01- 0.39 1,767,500 3.59 $ 0.14 1,767,000 3.59 $ 0.14 2,060,000 2.47 0.40 2,060,000 2.47 0.40 750,000 4.25 1.00 750,000 4.25 1.00 650,000 4.25 2.00 650,000 4.25 2.00 $0.01 - 2.00 5,227,500 3.32 $ 0.60 5,227,500 3.32 $ 0.60 As of September 30, 2016, there were 2,272,500 shares of stock options remaining available for issuance under the 2010 Plan. Stock Warrants During the year ended September 30, 2015, the Company issued warrants to purchase 19,974,034 shares with exercise prices of $0.15 and $0.25 per share as part of the sale of equity units. The warrants expire five years from the date of grant. During the year ended September 30, 2015, the Company issued warrants to purchase 500,000 shares with an exercise price of $0.25 per share expiring five years from the date of grant for consultant services. The value of the warrants using a Black-Scholes option pricing model, were valued at $23,600. During the year ended September 30, 2015, the Company issued warrants to purchase 2,142,858 shares with an exercise price of $0.15 per share as part of the conversion of loans payable to equity. The warrants expire five years from the date of grant. During the year ended September 30, 2015, warrants were exercised to purchase 800,000 shares of the Company’s common stock for $8,000. During the year ended September 30, 2016, the Company issued warrants to purchase 17,670,025 shares with exercise prices of $0.12 and $0.18 per share as part of the sale of equity units. The warrants expire five years from the date of grant. Also during the year ended September 30, 2016, the Company issued warrants to purchase 2,369,221 shares with an exercise price of $0.15 per share as part of the conversion of loans payable to equity (see Note 7). The warrants expire five years from the date of grant. During the year ended September 30, 2016, warrants were exercised to purchase 300,000 shares of the Company’s common stock for $3,000. The table below summarizes the Company’s warrants activities for the years ended September 30, 2016 and 2015: 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, 2014 14,554,686 $ 0.01 - 2.31 $ 0.46 $ 1,469,871 $ - Granted 22,616,892 0.15 - 0.25 0.18 427,183 - Canceled - - - - - Exercised (800,000) 0.01 0.01 - - Expired - - - - - Balance, September 30, 2015 36,371,578 $ 0.01 - 2.31 $ 0.32 $ 1,840,934 $ - Granted 20,039,246 0.12 - 0.18 0.14 222,703 - Cancelled - - - - - Exercised (300,000) 0.01 0.01 - - Expired (1384,334) - - - - Balance, September 30, 2016 54,938,158 $ 0.01 – 2.31 $ 0.25 $ - $ - Earned and exercisable, September 30, 2016 54,938,158 $ 0.01 - 2.31 $ 0.28 $ 2,119,957 $ - Unvested, September 30, 2016 - $ - $ - $ - $ - The following table summarizes information concerning outstanding and exercisable warrants as of September 30, 2016: 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 – 0.20 36,234,807 3.51 $ 0.15 36,234,807 3.51 $ 0.15 0.21 – 0.49 13,783,840 2.58 0.34 13,783,840 2.58 0.34 0.50 – 1.00 4,764,738 1.80 0.74 4,764,738 1.80 0.74 1.01 – 2.31 154,773 0.64 2.23 154,773 0.64 2.23 $0.01 – 2.31 54,938,158 3.12 $ 0.28 54,938,158 3.12 $ 0.28 |