CAPITAL STOCK | 9 Months Ended |
Jan. 31, 2015 |
Notes to Financial Statements | |
CAPITAL STOCK | NOTE 7 – CAPITAL STOCK |
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Common Stock |
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At January 31, 2015 and April 30, 2014, we had 75,000,000 shares of Common Stock, $0.001 par value, authorized, with 21,072,000 and 17,860,000 shares issued and outstanding, respectively. |
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Common Stock Issuances During the Nine Months Ended January 31, 2015 |
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| ● | Pursuant to employment agreements with certain individuals, we issued an aggregate of 1,355,000 shares of our Common Stock having an aggregate fair market value on the date of issuance of $691,350. |
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| ● | Pursuant to the terms of consulting agreements with certain individuals and/or entities, we issued an aggregate of 690,000 shares of our Common Stock having an aggregate fair market value on the date of issuance of $193,400. |
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| ● | Pursuant to a private placement, we issued an aggregate of 500,000 shares of our Common Stock to two entities and two individuals for an aggregate purchase price of $5,000. |
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| ● | Pursuant to the terms of a loan consolidation, we issued 350,000 shares of our Common Stock to an entity as an inducement for the transaction having a fair market value on the date of issuance of $8,864. |
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| ● | Pursuant to an employment agreement with Charles Berkowitz as described in NOTE 1, we issued Mr. Berkowitz 250,000 shares of our Common Stock having a fair market value on the date of issuance of $162,500. |
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| ● | Pursuant to the terms of a verbal agreement with an individual for legal services, we issued an aggregate of 30,000 shares of our Common Stock having a fair market value on the date of issuance of $10,000. |
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| ● | Pursuant to the terms of a verbal agreement with a vender, we issued 15,000 shares of our Common Stock in settlement of $1,500 in outstanding accounts payable. |
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| ● | Pursuant to the terms of the Adagio Lease, we issued 10,000 shares of our Common Stock as additional consideration to the property owners having a fair market value on the date of issuance of $50,000. |
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| ● | Pursuant to the terms of the Mountain Vista Lease, we issued 10,000 shares of our Common Stock as additional consideration to the property owners having a fair market value on the date of issuance of $2,300. |
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| ● | Pursuant to the terms of an asset purchase agreement, we issued 2,000 shares of our Common Stock to an individual having a fair market value on the date of issuance of $15,000. |
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Common Stock Issuances During the Nine Months Ended January 31, 2014 |
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During May and June 2013, we entered into Securities Purchase Agreements with multiple investors for the issuance and sale of shares of our Common Stock (the “May/June 2013 Private Placement”). The May/June 2013 Private Placement closed on June 21, 2013 through which we sold an aggregate of 1,220,000 shares of our Common Stock at $0.01 per share, for an aggregate purchase price of $12,200. Shares of our Common Stock included in the May/June 2013 Private Placement were registered pursuant to a Registration Statement on Form S-1 under the Securities Act of 1933, which was deemed effective by the SEC on April 12, 2014. |
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Warrants to Purchase Common Stock of the Company |
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We use the Black-Scholes-Merton option pricing model (“Black-Scholes Model”) to determine the fair value of Warrant(s). The Black-Scholes Model is an acceptable model in accordance with GAAP. |
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Warrant Activity during the Nine Months Ended January 31, 2015 |
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On May 21, 2014, we issued Warrants to purchase 7,500 shares of our Common Stock to each of two individuals for services to be rendered (the “May 2014 Service Warrants”). The May 2014 Service Warrants have an exercisable term of three years and are exercisable at $1.50 per share. The fair value of the May 2014 Service Warrants of $159,948 was determined by using the Black-Scholes Model on the date of the grant. The fair value of the May 2014 Service Warrants was recorded as an expense in the accompanying condensed consolidated financial statements. |
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On May 21, 2014, we also issued Warrants for the purchase of 62,500 shares of our Common Stock in connection with the issuance of convertible promissory notes (the “May 2014 Warrants”) (see NOTE 4). The May 2014 Warrants have an exercisable term of three years and are exercisable at $1.50 per share. The fair value of the May 2014 Warrants of $670,999 was determined by using the Black-Scholes Model on the date of the grant. The fair value of the May 2014 Warrants was recorded as a warrant liability in the accompanying condensed consolidated financial statements. |
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On July 10, 2014, we issued Warrants for the purchase of an aggregate of 125,000 shares of our Common Stock in connection with the issuance of convertible promissory notes (the “July 2014 Warrants”). In September 2014, the July 2014 Warrants were canceled (see NOTE 4). |
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On August 13, 2014, we issued Warrants for the purchase of an aggregate of 513,333 shares of our Common Stock in connection with the issuance of convertible promissory notes (the “August 2014 Warrants”) (see NOTE 4). The August 2014 Warrants have an exercisable term of five years and are exercisable at $0.132 per share. The fair value of the August 2014 Warrants of $126,476 was determined by using the Black-Scholes Model on the date of the grant. The fair value of the August 2014 Warrants was recorded as a warrant liability in the accompanying condensed consolidated financial statements. |
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On October 22, 2014, we issued Warrants for the purchase of an aggregate of 26,982 shares of our Common Stock in connection with the issuance of convertible promissory notes (the “October 2014 Warrants”) (see NOTE 4). The October 2014 Warrants have an exercisable term of five years and are exercisable at $0.17 per share. The fair value of the October 2014 Warrants of $26,982 was determined by using the Black-Scholes Model on the date of the grant. The fair value of the October 2014 Warrants was recorded as a warrant liability in the accompanying condensed consolidated financial statements. |
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Warrant Activity during the Nine Months Ended January 31, 2014 |
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On February 27, 2014, we issued Warrants or the purchase of an aggregate of 748,500 shares of our Common Stock to two entities (the “February 2014 Warrants”). The February 2014 Warrants have an exercisable term of five years and are exercisable at $1.00 per share. The fair value of the October 2014 Warrants of $1,498 was determined by using the Black-Scholes Model on the date of the grant. The fair value of the February 2014 Warrants was recorded as a warrant liability in the accompanying condensed consolidated financial statements. |
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Options to Purchase Common Stock of the Company |
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Effective May 9, 2014, we established The MaryJane Group, Inc. 2014 Equity Incentive Plan (“2014 Plan”) pursuant to which 1,000,000 shares of our Company Stock was reserved for issuance upon the exercise of options (“2014 Plan Option(s)”). The 2014 Plan was designed to serve as an incentive for retaining qualified and competent key employees, officers and directors, and certain consultants and advisors. The 2014 Plan Options have an exercise period of ten years from the date of issuance. At January 31, 2015, no options were granted under the 2014 Plan. |