Stockholders' Deficiency | 12 Months Ended |
Dec. 31, 2014 |
Notes to Financial Statements | |
9. Stockholders' Deficiency | The Company is authorized to issue up to 100,000,000 shares of Common Stock with a par value of $0.001 per share and 1,000,000 shares of preferred stock with a par value of $0.001 per share. Following the approval of the Board of Directors and stockholders of record as of August 25, 2014, the Company filed a Certificate of Amendment with the Secretary of State of Delaware on October 17, 2014, which increased the number of authorized shares of common stock of the Company from 50,000,000 to 100,000,000. |
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Common Stock |
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During the year ended December 31, 2013, pursuant to a private placement offering of units that commenced on October 4, 2012 (the “Private Placement”), the Company received an aggregate of $3,501,975 of proceeds related to the sale of 3,501,975 units at a price of $1.00 per unit. The aggregate amount includes $500,000, which was received from an officer, and $850,002, which was received during the fourth quarter of 2012 and classified as restricted cash as of December 31, 2012. Each unit consists of (i) one share of the Company’s Common Stock and (ii) a five-year warrant to purchase three shares of the Company’s Common Stock at an exercise price of $0.25 per share, such that warrants to purchase an aggregate of 10,505,925 shares of Common Stock were issued. Substantially all of the proceeds from the sale of the units were used by the Company to satisfy all of its obligations under certain convertible notes and notes (see Notes 6 and 7). In connection with the Private Placement, an officer has entered into repurchase agreements with certain purchasers of units, pursuant to which he has agreed to repurchase, subject to certain conditions, one-half of these holder’s units at a purchase price of $1.00 per unit if the closing price of the Common Stock is less than $0.25 on five consecutive trading days at any time within one year of February 1, 2013. Cape Bear, which holds a substantial equity position in the Company, also entered into repurchase agreements with certain purchasers, other than the officer, that are substantially similar to the officer’s agreements, except that Cape Bear’s obligations are secured by a lien over certain real estate. |
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On March 13, 2013, the Company exchanged $761,000 of notes payable and other advances – related parties and $72,000 of accounts payable to two related parties into an aggregate of 833,000 units at a price of $1.00 per unit. Each unit consists of (i) one share of the Company’s Common Stock, and (ii) a five-year warrant to purchase two and three-quarters shares of the Company’s Common Stock at an exercise price of $0.25 per share (such that warrants to purchase an aggregate of 2,290,750 shares of Common Stock were issued). The $3,625,900 aggregate fair value of the securities issued ($2,639,700 related to the warrants and $986,200 related to the Common Stock) was credited to equity at conversion. The Company recorded a $2,792,900 extinguishment loss which represents the incremental fair value of the securities issued as compared to the carrying value of the liabilities. |
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On January 15, 2014, the Company issued 21,289 shares of Common Stock to an employee in accordance with an employment agreement. The fair value of the shares was $10,646 based on the closing price on the date of issuance which was recorded as stock based compensation expense during the year ended December 31, 2014. |
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During the year ended December 31, 2014, pursuant to a private placement offering of units that commenced on July 25, 2014 (the “2014 Private Placement”), the Company received an aggregate of $1,653,000 of gross proceeds (net of expenses of $115,245) related to the sale of 11,020,003 units at a price of $0.15 per unit. Each unit consists of (i) one share of the Company’s common stock and (ii) a five-year warrant to purchase one-half share of the Company’s common stock at an exercise price of $0.30 per share, such that warrants to purchase an aggregate of 5,509,998 shares of common stock were issued. The aggregate fair value of the warrants as of the issuance date was $1,096,202. The Company evaluated these warrants to assess their proper classification using the applicable criteria enumerated by U.S. GAAP and determined that such warrants met the criteria for equity classification. Proceeds from the sale of the units are to be used to fund the Company’s initiatives in the areas of marketing, website improvement and development, inventory and for general working capital purposes. |
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During the year ended December 31, 2014, the Company granted certain options and warrants which, upon settlement, may have exceeded the limit on the authorized number of shares of common stock. The Company follows a sequencing policy for which in the event partial reclassification of contracts subject to ASC 815-40-25 is necessary, due to the Company’s inability to demonstrate it has sufficient authorized shares, shares will be allocated on the basis of earliest issuance date of potentially dilutive instruments with the earliest grants receiving first allocation of shares. The Company evaluated such instruments and determined that the fair value of such instruments at the date of issuance and the change in fair value was determined to have a de minimus impact on the Company’s consolidated financial statements. Subsequent to such issuance and prior to December 31, 2014, the Company obtained stockholder approval to increase the number of authorized shares of common stock of the Company from 50,000,000 to 100,000,000. |
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Preferred Stock |
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Series A Preferred Stock |
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The Company has designated 200,000 of the 1,000,000 authorized shares of preferred stock as Series A Convertible Preferred Stock (“Series A Preferred Stock”). The Series A Preferred Stock is non-voting, has a liquidation preference equal to its purchase price, and does not pay dividends. The holders can call for the conversion of the Series A Preferred Stock at any time and are entitled to half a share of the Company’s Common Stock for each share of Series A Preferred Stock converted. As of December 31, 2013, 44,443 shares of Series A Preferred Stock are available to be issued. There is no Series A Preferred Stock outstanding as of December 31, 2014 or 2013. |
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Series B Preferred Stock |
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The Company has designated 625,000 of the 1,000,000 authorized shares of preferred stock as Series B Convertible Preferred Stock (“Series B Preferred Stock”). The Series B Preferred Stock has voting rights equal to one vote for each common share equivalent, has a liquidation preference equal to its purchase price, and receives preferred dividends equal to 7% of all outstanding shares in either cash or payment-in-kind. The holders can call for the conversion of the Series B Preferred Stock at any time and are entitled to five shares of the Company’s Common Stock for each share of Series B Preferred Stock converted. In addition, the Series B Preferred Stock is subject to weighted average anti-dilution protection whereby if shares of Common Stock are sold below the current conversion price, the conversion price is reduced pursuant to a pre-defined formula. As of December 31, 2014 and 2013, Series B holders were entitled to convert into 11.39 and 8.22 shares, respectively, of the Company’s Common Stock for each share of Series B Preferred Stock due to the anti-dilution provision. The anti-dilution provision represents a contingent beneficial conversion feature. As of December 31, 2014, an incremental 2,887,507 shares of Common Stock are issuable at conversion of the Series B Convertible Preferred Stock as compared to the original terms. Using the commitment date Common Stock price in effect, the commitment date value of the incremental shares is $7,288,068. However, recognition of beneficial conversion features is limited to the aggregate gross proceeds allocated to the preferred stock of $3,199,689 (422,315 shares of Series B Convertible Preferred Stock times $9.45 per share less the proceeds allocated to the warrants of $791,188) less the $1,666,967 beneficial conversion feature already recognized on the original 365,265 shares of Series B Preferred Stock (prior to the issuance of additional shares as payment-in-kind in lieu of cash dividends). Due to these limitations, a beneficial conversion feature of only $1,532,722 was recorded for the year ended December 31, 2013. |
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As of December 31, 2014 and 2013, the Company had accrued contractual dividends of $298,918 and $279,380, respectively, related to the Series B Preferred Stock. On January 1, 2015, and 2014, the Company issued 31,633 and 29,564 shares of Series B convertible preferred stock valued at approximately $299,000 and $279,000, respectively, representing approximately $0.66 in value per share of Series B Preferred Stock outstanding on each date, to the Series B convertible preferred stock owners as payment in kind for dividends. |
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Series C Preferred Stock |
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On October 17, 2011, the Company filed a Certificate of Designation of Preferences, Rights and Limitations with the Secretary of State of the State of Delaware fixing the rights, preferences and restrictions of a newly formed class of Series C Preferred Stock. The Certificate of Designation designates 10,000 shares of the Company's preferred stock as Series C Preferred Stock to be issued at an original issue price of $100 per share. The Series C Preferred Stock has voting rights equal to one vote for each share held, has a liquidation preference equal to its purchase price, and has certain redemption rights available at the option of the holder. The holder could make a mandatory redemption request at any time on or after January 15, 2013. The Series C Preferred Stock is non- convertible and does not pay dividends. |
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On October 17, 2011, the Company received net cash proceeds of $1,000,000 for the sale of 10,000 shares of Series C Preferred Stock to a greater than 10% stockholder of the Company. Since certain of the Company’s preferred shares contain redemption rights which are not solely within the Company’s control, these issuances of preferred stock were initially presented as temporary equity. In connection with the issuance, the investor received five-year immediately exercisable warrants to purchase 270,000 shares of the Company’s Common Stock at an exercise price of $2.90 per share and which had a relative fair value of $526,522 on the date of grant. The $526,522 relative fair value was recorded as a discount against the Series C Preferred Stock and was initially amortized as deemed dividends over the period through January 15, 2013. |
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On February 13, 2013, the Company received a Notice of Redemption of Series C Preferred Stock. As a result of the Convertible Notes coming due and not being paid on December 31, 2012, the Company accelerated the accretion rate of the deemed dividend on the Redeemable Preferred Stock – Series C and reclassified the Redeemable Preferred Stock – Series C from temporary equity to current liabilities. |
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Incentive Compensation / Stock Option Plans |
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The 2009 Incentive Compensation Plan (the “2009 Plan”) was approved on May 15, 2009 and June 4, 2009, and the increase in the total number of shares of Common Stock issuable pursuant to the 2009 Plan to 2,881,425 was approved on October 4, 2010 and September 20, 2011 by the Board of Directors and Stockholders, respectively. |
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The 2009 Plan imposes individual limitations on the amount of certain awards. Under these limitations during any fiscal year of the Company, the number of options, stock appreciation rights, shares of restricted stock, shares of deferred stock, performance shares and other stock based-awards granted to any one participant under the 2009 Plan may not exceed 250,000 shares, subject to adjustment in certain circumstances. The maximum amount that may be paid out as performance units in any 12-month performance period is an aggregate value of $2,000,000, and the maximum amount that may be paid out as performance units in any performance period greater than 12 months is an aggregate value of $4,000,000. The maximum term of each option or stock appreciation right, the times at which each option or stock appreciation right will be exercisable, and provisions requiring forfeiture of unexercised options or stock appreciation rights at or following termination of employment generally are fixed by the board of directors or committee of the Company’s board of directors designated to administer the 2009 Plan (the “Committee”), except that no option or stock appreciation right may have a term exceeding ten years. The exercise price per share subject to an option and the grant price of a stock appreciation rights are determined by the Committee, but in the case of an incentive stock option (ISO) must not be less than the fair market value of a share of Common Stock on the date of grant. |
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Following the approval of the Board of Directors and stockholders of record as of August 25, 2014, the Company adopted the 2014 Equity Incentive Plan (the “2014 Plan”) which made a total of 6,000,000 shares of common stock authorized and available for issuance pursuant to awards granted under the 2014 Plan. |
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The 2014 Plan limit imposes individual limitations on the amount of certain awards. Under these limitations during any fiscal year of the Company, the number of options, stock appreciation rights, shares of restricted stock, shares of deferred stock, performance shares and other stock based-awards granted to any one participant under the 2014 Plan may not exceed 1,500,000 shares, subject to adjustment in certain circumstances. The maximum number of shares that may be awarded that are not subject to performance targets is an aggregate of 1,200,000 shares. The maximum term of each option or stock appreciation right, the times at which each option or stock appreciation right will be exercisable, and provisions requiring forfeiture of unexercised options or stock appreciation rights at or following termination of employment generally are fixed by the Committee designated to administer the 2014 Plan, except that no option or stock appreciation right may have a term exceeding ten years. The exercise price per share subject to an option and the grant price of a stock appreciation rights are determined by the Committee, but in the case of an incentive stock option (ISO) must not be less than the fair market value of a share of Common Stock on the date of grant. |
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Stock Options |
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Grants |
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On February 15, 2013 and December 23, 2013, the Company granted options to employees to purchase an aggregate of 430,500 shares of Common Stock under the 2009 Plan at an exercise price ranging from $0.53 to $1.60 per share for an aggregate grant date value of $425,824. The options vest over a three year period and have a term of ten years. |
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On June 19, 2013 and October 30, 2013, the Company granted options to certain directors to purchase 505,000 shares of Common Stock under the 2009 Plan at an exercise price ranging from $0.30 to $1.45 per share for a grant date value of $198,820. The options vest over a one to three year period and have a term of ten years. |
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On August 27, 2014 and October 23, 2014, the Company granted options to directors of the Company to purchase an aggregate of 1,687,857 shares of common stock under the 2009 Plan and 2014 Plan at an exercise price of between $0.12 to $0.16 per share for an aggregate grant date value of $266,472. The options have a vesting period ranging from immediate to three months and have a term of ten years. |
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On October 23, 2014, the Company granted options to an employee of the Company to purchase an aggregate of 250,000 shares of common stock under the 2009 Plan at an exercise price of $0.18 per share for an aggregate grant date value of $35,825. The options have a vesting period of one year and have a term of five years. |
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Valuation and Amortization |
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Option valuation models require the input of highly subjective assumptions. The fair value of the stock-based payment awards is estimated utilizing the Black-Scholes option model. The volatility component of this calculation is derived from the historical trading prices of the Company’s own Common Stock. The Company accounts for the expected life of options in accordance with the “simplified” method which enables the use of the simplified method for “plain vanilla” share options as defined in Staff Accounting Bulletin No. 107. The risk-free interest rate was determined from the implied yields of U.S. Treasury zero-coupon bonds with a remaining life consistent with the expected term of the options. |
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In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. In estimating the Company’s forfeiture rate, the Company analyzed its historical forfeiture rate, the remaining lives of unvested options, and the number of vested options as a percentage of total options outstanding. If the Company’s actual forfeiture rate is materially different from its estimate, or if the Company reevaluates the forfeiture rate in the future, the stock-based compensation expense could be significantly different from what the Company has recorded in the current period. The Company estimated forfeitures related to option grants at a weighted average annual rate of 4% per year for options granted during the years ended December 31, 2014 and 2013. |
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In applying the Black-Scholes option pricing model to stock options granted, the Company used the following weighted average assumptions: |
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| | For Year Ended | | | | | | | | | | | | | | | | | | |
| | December 31, | | | | | | | | | | | | | | | | | | |
| | 2014 | | 2013 | | | | | | | | | | | | | | | | | | |
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Risk free interest rate | | 0.97% to 2.29% | | 1.13% to 2.03% | | | | | | | | | | | | | | | | | | |
Dividend yield | | 0.00% | | 0.00% | | | | | | | | | | | | | | | | | | |
Expected volatility | | 190% to 191.0% | | 162.0% to 175.0% | | | | | | | | | | | | | | | | | | |
Expected life in years | | 3.0 to 10.0 | | 5.5 to 6.0 | | | | | | | | | | | | | | | | | | |
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The weighted average fair value of the stock options granted during the years ended December 31, 2014 and 2013 was $0.16 and $0.91 per share, respectively. |
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Stock-based compensation expense related to stock options was recorded in the consolidated statements of operations as a component of selling, general and administrative expenses and totaled $698,015 and $558,286 for the years ended December 31, 2014 and 2013, respectively. |
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As of December 31, 2014, stock-based compensation expense related to stock options of $1,135,635 remains unamortized, including $244,066 which is being amortized over the weighted average remaining period of 1.1 years. The remaining $891,569 is related to a performance based option where vesting is currently deemed to be improbable and no amount is being amortized. |
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Summary |
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A summary of the stock option activity during the years ended December 31, 2014 and 2013 is presented below: |
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| | | | | | | Weighted | | | | | | | | | | | | | |
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| | | | | Average | | Remaining | | Aggregate | | | | | | | | | | | |
| | Number of | | | Exercise | | Life | | Intrinsic | | | | | | | | | | | |
| | Options | | | Price | | In Years | | Value | | | | | | | | | | | |
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Outstanding, January 1, 2013 | | | 2,183,899 | | | $ | 2.76 | | | | | | | | | | | | | | | |
Granted | | | 935,500 | | | | 0.91 | | | | | | | | | | | | | | | |
Exercised | | | - | | | | - | | | | | | | | | | | | | | | |
Forfeited | | | (576,249 | ) | | | 3.96 | | | | | | | | | | | | | | | |
Outstanding, December 31, 2013 | | | 2,543,150 | | | $ | 2.37 | | | | | | | | | | | | | | | |
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Outstanding, January 1, 2014 | | | 2,543,150 | | | $ | 2.37 | | | | | | | | | | | | | | | |
Granted | | | 1,937,857 | | | | 0.13 | | | | | | | | | | | | | | | |
Exercised | | | - | | | | - | | | | | | | | | | | | | | | |
Forfeited | | | (536,450 | ) | | | 2.37 | | | | | | | | | | | | | | | |
Outstanding, December 31, 2014 | | | 3,944,557 | | | $ | 1.27 | | 7.4 | | $ - | | | | | | | | | | | |
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Exercisable, December 31, 2014 | | | 3,135,876 | | | $ | 1.11 | | 8.0 | | $ - | | | | | | | | | | | |
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The following table presents information related to stock options at December 31, 2014: |
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| | | Options Outstanding | | | Options Exercisable | |
| | | Weighted | | | | | | Weighted | | | Weighted | | | | |
Range of | | | Average | | | Outstanding | | | Average | | | Average | | | Exercisable | |
Exercise | | | Exercise | | | Number of | | | Exercise | | | Remaining Life | | | Number of | |
Price | | | Price | | | Options | | | Price | | | In Years | | | Options | |
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$ | 0.12 - $2.20 | | | $ | 0.36 | | | | 2,870,807 | | | $ | 0.26 | | | | 9.2 | | | | 2,339,126 | |
$ | 2.21 - $3.80 | | | | 3.23 | | | | 757,750 | | | | 2.95 | | | | 3 | | | | 507,750 | |
$ | 3.81 - $6.99 | | | | 4.88 | | | | 316,000 | | | | 4.73 | | | | 7 | | | | 289,000 | |
$ | 0.12 - $6.99 | | | $ | 1.27 | | | | 3,944,557 | | | $ | 1.11 | | | | 8 | | | | 3,135,876 | |
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Warrants |
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Valuation |
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In applying the Black-Scholes option pricing model to stock warrants granted, the Company used the following weighted average assumptions: |
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Grants |
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| | For Year Ended | | | | | | | | | | | | | | | | | | |
| | December 31, | | | | | | | | | | | | | | | | | | |
| | 2014 | | 2013 | | | | | | | | | | | | | | | | | | |
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Risk free interest rate | 1.52% to 2.52% | | 0.74% to 2.84% | | | | | | | | | | | | | | | | | | |
Dividend yield | | 0.00% | | 0.00% | | | | | | | | | | | | | | | | | | |
Expected volatility | | 171% to 192% | | 146% to 173.0% | | | | | | | | | | | | | | | | | | |
Expected life in years | 5.0 to 8.5 | | 5.0 to 9.5 | | | | | | | | | | | | | | | | | | |
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On February 15, 2013, the Company granted vested five-year warrants to purchase an aggregate of 408,345 shares of Common Stock at an exercise price of $1.00 per share to investors who purchased shares in private placements at $4.50 per share during 2012. The warrants had an issuance date fair value of $487,200 which was expensed immediately. |
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On August 25, 2014 and October 23, 2014, the Company granted vested five-year warrants to purchase an aggregate of 661,200 shares of Common Stock at an exercise price of $0.15 per share to a consultant related to services provided related to the 2014 Private Placement. The warrants had an issuance date fair value of $132,893 which was treated as a cost of capital. |
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On August 25, 2014, the Company granted vested five-year warrants to purchase an aggregate of 600,000 shares of Common Stock at an exercise price of $0.25 per share to a consultant related to investor relations services to be provided. The warrants had an issuance date fair value of $133,225 which was expensed immediately as stock based compensation. |
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The weighted average fair value of the stock warrants granted during the years ended December 31, 2014 and 2013, respectively, was $0.20 and $1.34 per share. |
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Exercise |
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During the year ended December 31, 2013, the Company issued an aggregate of 10,342,931 shares of Common Stock to several holders of warrants who elected to exercise warrants to purchase 12,505,023 shares of Common Stock on a "cashless" basis under the terms of the warrants. The warrants had exercise prices of $0.25 per share (11,346,675 gross shares), $0.35 per share (750,000 gross shares), and $1.00 per share (408,348 gross shares). |
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The aggregate intrinsic value of the warrants exercised was $16,983,736 for the year ended December 31, 2013. |
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A stock-based compensation benefit related to the mark-to-market adjustment for consultant warrants for the year ended December 31, 2014 was recorded in the consolidated statements of operations as a component of selling, general and administrative expenses and totaled $722. During the years ended December 31, 2014 and 2013, the Company recorded aggregate stock-based compensation expense of $132,503 and $490,420, respectively, related to warrants. As of December 31, 2014, stock-based compensation expense related to warrants of $577,523 remains unamortized, including $683 which is being amortized over the weighted average remaining period of 0.8 years. The remaining $576,840 is related to a performance based warrant where vesting is currently deemed to be improbable and no amount is being amortized. |
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A summary of the stock warrant activity during the years ended December 31, 2014 and 2013, respectively, is presented below: |
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| | | | | | | Weighted | | | | | | | | | | | | | |
| | | | | Weighted | | Average | | | | | | | | | | | | | |
| | | | | Average | | Remaining | | | | | | | | | | | | | |
| | Number of | | | Exercise | | Life | | Intrinsic | | | | | | | | | | | |
| | Warrants | | | Price | | In Years | | Value | | | | | | | | | | | |
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Outstanding, January 1, 2013 | | | 592,846 | | | $ | 3.01 | | | | | | | | | | | | | | | |
Granted | | | 14,255,023 | | | $ | 0.28 | | | | | | | | | | | | | | | |
Exercised | | | (12,505,023 | ) | | $ | 0.28 | | | | | | | | | | | | | | | |
Forfeited | | | - | | | $ | - | | | | | | | | | | | | | | | |
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Outstanding, January 1, 2014 | | | 2,342,846 | | | $ | 0.94 | | | | | | | | | | | | | | | |
Granted | | | 6,996,198 | | | $ | 0.28 | | | | | | | | | | | | | | | |
Exercised | | | - | | | | - | | | | | | | | | | | | | | | |
Forfeited | | | - | | | | - | | | | | | | | | | | | | | | |
Outstanding, December 31, 2014 | | | 9,339,044 | | | $ | 0.45 | | 4.2 | | $ - | | | | | | | | | | | |
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Exercisable, December 31, 2014 | | | 9,079,044 | | | $ | 0.38 | | 4.3 | | $ - | | | | | | | | | | | |
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The following table presents information related to stock warrants at December 31, 2014: |
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| | | Warrants Outstanding | | | Warrants Exercisable | |
| | | Weighted | | | | | | Weighted | | | Weighted | | | | |
Range of | | | Average | | | Outstanding | | | Average | | | Average | | | Exercisable | |
Exercise | | | Exercise | | | Number of | | | Exercise | | | Remaining Life | | | Number of | |
Price | | | Price | | | Warrants | | | Price | | | In Years | | | Warrants | |
| | | | | | | | | | | | | | | | |
$ | 0.15 - $0.35 | | | $ | 0.28 | | | | 8,746,198 | | | $ | 0.28 | | | | 4.4 | | | | 8,746,198 | |
$ | 0.36 - $3.00 | | | | 2.91 | | | | 562,846 | | | | 2.91 | | | | 1.7 | | | | 312,846 | |
$ | 3.01 - $4.95 | | | | 4.95 | | | | 30,000 | | | | 4.95 | | | | 2.8 | | | | 20,000 | |
$ | 0.15 - $4.05 | | | | 0.45 | | | | 9,339,044 | | | $ | 0.38 | | | | 4.3 | | | | 9,079,044 | |
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Services Contributed |
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Effective January 1, 2013, the Company’s Chief Executive Officer of the Company waived payment for services contributed during 2013. On April 28, 2014, the Compensation Committee approved the payment of an annual salary of $150,000 to the Company’s Chief Executive Officer, effective May 1, 2014. As a result, the Company imputed the value of the services contributed and recorded salary expense $116,666 and $350,000 for years ended December 31, 2014 and 2013, respectively, with a corresponding credit to stockholders’ deficiency. |
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