STOCKHOLDERS (DEFICIT) EQUITY | NOTE 13 - STOCKHOLDERS’ (DEFICIT) Common Stock Issuances During the fiscal year ended June 30, 2015, the Company: (i) Sold 7,375,000 shares of restricted common stock for cash proceeds of $602,500 ; (ii) Issued an aggregate of 4,000,000 shares of restricted common stock to five creditors in settlement aggregate of $200,000 of accrued compensation; (iii) Issued 792,240 shares of restricted common stock to a creditor valued at $41,998 for settlement of a debt of $106,978. The Company recorded a gain of $64,980 on the extinguishment of the debt; (iv) Issued 800,000 shares of restricted common shares to each of two officers, in settlement of $40,000 of accrued compensation. The market value of the stock issued was $41,360 and the Company recorded a loss of $1,360 on the extinguishment of the debt; (v) Issued 400,000 shares of restricted common shares to a creditor, in settlement of $20,000 of debt for services. The market value of the stock issued was $20,680 and the Company recorded a loss of $680 on the extinguishment of the debt and, (vi) During the year ended June 30 2015, issued 1,800,000 of restricted common stock in partial conversion of an aggregate of $68,900 in principal and accrued interest under a promissory note. The issuance of the restricted common shares during our fiscal year 2015, were exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof because such issuance did not involve a public offering. During the fiscal year ended June 30, 2014, the Company: (i) Issued 9,259,259 shares restricted common stock at a market value of $648,149 of for conversion of a note payable and accrued interest aggregating $1,263,930 and the Company recorded a gain of $615,781 on extinguishment of the debt; and (ii) Issued 370,371 shares of restricted common stock at a market value of $15,926 to creditor, in regards to the Company’s obligation for costs incurred related to the 2006 sale of real properly in Glendale, Arizona, and the Company recorded a gain of $34,074 on the partial extinguishment of the debt. The issuance of the restricted common shares during our fiscal year 2014, were exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof because such issuance did not involve a public offering. Warrants During the fiscal year ended June 30, 2015, the Company: (i) On November 25, 2014, in connection with a private placement of 3,375,000 shares of the Company’s common stock, the Company issued 3,375,000 warrants expiring on December 30, 2015, giving the holder the right to purchase common stock at $0.06 per share. Using the Black-Scholes option pricing model, the fair market value of the warrants at the time of issuance was determined to be $126,082. The warrants were valued using the following significant assumptions: (1) a risk free interest rate of 0.14%, (2) expected life of 1.1 years, (3) expected stock price volatility of 228% and (4) expected dividend yield of zero. (ii) On February 6, 2015, in connection with a private placement of 3,000,000 shares of the Company’s common stock, the Company issued 3,000,000 and 240,000 fully vested warrants to the note holder and an individual for placement fees, respectively, expiring on February 6, 2019, giving the holders the right to purchase common stock at $0.15 per share. Using the Black-Scholes option pricing model, the fair market value of the warrants at the time of issuance was determined to be $334,671. The warrants were valued using the following significant assumptions: (1) a risk free interest rate of 1.26%, (2) expected life of 4 years, (3) expected stock price volatility of 152% and (4) expected dividend yield of zero. (iii) On April 7, 2015, in connection with a private placement of 1,000,000 shares of the Company’s common stock, the Company issued 1,000,000 fully vested warrants to the note holder, expiring on April 7, 2019, giving the holder the right to purchase common stock at $0.15 per share. Using the Black-Scholes option pricing model the warrants were valued at $131,192 using the following significant assumptions: (1) a risk free interest rate of 1.26%, (2) expected life of 4 years, (3) expected stock price volatility of 155% and (4) expected dividend yield of zero. (iv) On May 13, 2015, in connection with a private placement of the Company’s common stock, the Company issued 80,000 fully vested warrants to an individual for placement fees, expiring on May 13, 2019, giving the holder the right to purchase common stock at $0.15 per share. Using the Black-Scholes option pricing model the warrants were valued at $10,352 using the following significant assumptions: (1) a risk free interest rate of .97%, (2) expected life of 4 years, (3) expected stock price volatility of 179% and (4) expected dividend yield of zero. During the fiscal year ended June 30, 2014, the Company: (i) On January 23, 2014, the exercise prices for certain warrants were adjusted due to ratchet provisions contained in the agreements; 6,750,000 warrants were adjusted from an exercise price of $0.40 to $0.135 while 500,000 warrants were adjusted from an exercise price of $0.91 to $0.87. Additionally, both the exercise price and the number of warrants were adjusted on a third group as follows: 500,000 warrants were increased to 523,434 warrants with the exercise price adjusted from $0.40 to $0.38. Stock Options and the 2007 Equity Incentive Plan At the Company’s Annual Meeting on July 24, 2007, the stockholders approved the 2007 Equity Incentive Plan ("2007 EIP"). The 2007 EIP became effective on July 25, 2007, and will terminate on July 24, 2017. A maximum of 8,000,000 shares of common stock are reserved for the grant of non-qualified stock options, incentive stock options, restricted stock awards and other stock awards under the 2007 EIP. The 2007 EIP replaces the Company’s 1989 Stock Option Plan, which terminated on April 30, 2007. The purpose of the 2007 EIP is to provide the employees, non-employee directors, and consultants who are selected for participation in the 2007 EIP with added incentives to continue in the long-term service of the Company and to create in such persons a more direct interest in the future success of the Company’s operations by relating increases in compensation to increases in stockholder value, so that the income of the participants in the 2007 EIP is more closely aligned with the financial interests of the Company’s stockholders. The 2007 EIP is also intended to provide a financial incentive that will enable the Company to attract, retain and motivate the most qualified directors, employees, and consultants. Options Granted During the fiscal year ended June 30, 2015, the Company; (i) Pursuant to Share Exchange Agreement with Canarc Resource Corp., the Company granted five year stock options outside of the 2007 EIP for 7,500,000 shares of common stock at an exercise price of $0.055, the closing price on the date of grant. The stock options vest 100% upon the closing of a qualified financing. The expiry date is July 15, 2019 if a qualified financing is consummated, or October 15, 2014 if a qualified financing is not consummated by October 31, 2014. A qualified financing is debt or equity financing of at least $20.0 million. The Share Exchange Agreement provided that it will terminate, unless a closing of the transactions contemplated shall have occurred on or before October 31, 2014. The transactions did not close, and the Share Exchange Agreement terminated pursuant to its terms on October 31, 2015. The associated granted options did not vest and expired on October 15, 2014 according to the terms of the grant. (ii) On October 17, 2014, the Company granted outside of the 2007 EIP, 2,500,000 four year options at an exercise price of $0.05 per share to each of the two officers of the Company and a director, with the options vested on the date of the grant. The options were valued at $281,388 using the Black-Scholes option pricing model. The options were valued using the following assumptions: (1) a risk free interest rate of 0.391%, (2) expected life of 2.0 years, (3) stock price volatility of 170.017% and (4) expected dividend yield of zero. Stock-based compensation of $281,388 was recorded during the quarter ended December 31, 2014. The closing price on the date of the grant was $0.0488. (iii) On December 31, 2014, the Company granted outside of the 2007 EIP an aggregate 3,500,000 four year options at an exercise price of $0.05 per share to three employees of the Company, with the options vested on the date of the grant. The options were valued at $130,099 using the Black-Scholes option pricing model. The options were valued using the following assumptions: (1) a risk free interest rate of 0.671%, (2) expected life of 2.0 years, (3) stock price volatility of 188.108% and (4) expected dividend yield of zero. Stock-based compensation of $130,099 was recorded during the quarter ended December 31, 2014. The closing price on the date of the grant was $0.0459. (iv) On January 2, 2015, the Company granted 100,000 five year options at an exercise price of $0.07 per share to each of the two directors, the closing price on the date of grant and the options vested on the date of the grant. The options were valued at $11,740 using the Black-Scholes option pricing model. The options were valued using the following assumptions: (1) a risk free interest rate of 0.86%, (2) expected life of 2.5 years, (3) stock price volatility of 176.55% and (4) expected dividend yield of zero. Stock-based compensation of $11,740 was recorded during the quarter ended March 31, 2015. During the fiscal year ended June 30, 2014, the Company: (i) On August 6, 2013, in connection with the appointment of three new directors, Company granted 200,000 five-year options to each new director at an exercise price of $0.14 per share. The options vested on August 6, 2014. (ii) On January 2, 2014, the Company granted 100,000 five year options at an exercise price of $0.08 per share to each of the four outside directors, the closing price on the date of grant and the options vested on June 30, 2014. In addition to options under the 1989 Stock Option Plan and 2007 EIP, the Company previously issued non-plan options outside of these plans, exercisable over various terms up to a maximum of ten years. Stock option and warrant activity, both within the 1989 Stock Option Plan and 2007 EIP and outside of these plans, for the years ended June 30, 2015and 2014are as follows: Stock Options Stock Warrants Weighted Weighted Average Average Number of Exercise Number of Exercise Shares Price Shares Price Outstanding at June 30, 2013 8,970,000 $ 0.30 25,401587 $ 0.67 Granted 1,000,000 $ 0.12 23,434 $ 0.38 Canceled (695,000 ) $ 0.36 --- --- Expired (350,000 ) $ 1.24 (141,510 ) $ 1.06 Exercised --- --- --- $ --- Outstanding at June 30, 2014 8,925,000 $ 0.24 25,283,511 $ 0.62 Granted 18,700,000 $ 0.05 7,695,000 $ 0.11 Canceled (15,115,000 ) $ 0.14 (12,082,457 ) 0.75 Expired --- --- $ Exercised --- --- Outstanding at June 30, 2015 12,510,000 $ 0.07 20,896,054 $ 0.37 Stock options and warrants outstanding and exercisable at June 30, 2015, are as follows: Outstanding and Exercisable Options Outstanding and Exercisable Warrants Weighted Weighted Average Average Contractual Weighted Contractual Weighted Exercise Remaining Average Exercise Remaining Average Price Outstanding Exercisable Life Exercise Price Outstanding Exercisable Life Exercise Range Number Number (in Years) Price Range Number Number (in Years) Price $0.05 11,000,000 11,000,000 3.37 $ 0.05 $ 0.06 3,375,000 3,375,000 0.50 $ 0.06 $0.07 200,000 200,000 4.51 $ 0.07 $ 0.15 4,320,000 4,320,000 3.66 $ 0.15 $0.08 200,000 200,000 3.51 $ 0.08 $ 0.38 523,434 523,434 2.21 $ 0.38 $0.14 200,000 200,000 3.10 $ 0.14 $ 0.40 10,744,286 10,744,286 2.11 $ 0.40 $0.32 250,000 250,000 2.14 $ 0.32 $ .87 500,000 500,000 1.09 $ .87 $0.36 660,000 660,000 1.92 $ 0.36 $ 1.00 600,000 600,000 1.36 $ 1.00 --- --- $ 1.50 833,334 833,334 .5 $ 1.50 12,510,000 12,510,000 20,896,054 20,896,054 Outstanding Options 3.28 $ 0.07 Outstanding Warrants 2.07 $ 0.37 Exercisable Options 3.28 $ 0.07 Exercisable Warrants 2.07 $ 0.37 As of June 30, 2015, the aggregate intrinsic value of all stock options and warrants vested and expected to vest was $196,250 and the aggregate intrinsic value of currently exercisable stock options and warrants was 176,250. The intrinsic value of each option or warrant share is the difference between the fair market value of the common stock and the exercise price of such option or warrant share to the extent it is "in-the-money". Aggregate intrinsic value represents the value that would have been received by the holders of in-the-money options had they exercised their options on the last trading day of the quarter and sold the underlying shares at the closing stock price on such day. The intrinsic value calculation is based on the $0.066 closing stock price of the common stock on June 30, 2015. The total number of in-the-money options and warrants vested and exercisable as of June 30, 2015 was 14,375,000. The total intrinsic value associated with options exercised during the year ended June 30, 2015 was $0. Intrinsic value of exercised shares is the total value of such shares on the date of exercise less the cash received from the option or warrant holder to exercise the options. The total fair value of options and warrants granted during the year ended June 30, 2015 was approximately $1,046,949. The total grant-date fair value of option and warrant shares vested during the year ended June 30, 2015 was $0. The Company adopted its 2007 EIP pursuant to which the Company reserved and registered 8,000,000 shares stock and option grants. As of June 30, 2015, there were 4,550,000 shares available for grant under the 2007 Plan, excluding the 1,310,000 options outstanding under the 2007 Plan. |