Annual report pursuant to section 13 and 15(d)

STOCK PURCHASE WARRANTS AND OPTIONS

v2.4.0.6
STOCK PURCHASE WARRANTS AND OPTIONS
12 Months Ended
Dec. 31, 2012
STOCK PURCHASE WARRANTS AND OPTIONS [Abstract]  
STOCK PURCHASE WARRANTS AND OPTIONS

NOTE 16 - STOCK PURCHASE WARRANTS AND OPTIONS


A summary of the Company's warrant activity December 31, 2012 and December 31, 2011 is presented below:


Warrants


Following is a summary of warrants outstanding:


                                 

 

 

For the Year Ended

 

 

 

December 31, 2012

 

 

December 31, 2011

 

 

 

Shares

 

 

Weighted

Avg

Exercise

Price

 

 

Shares

 

 

Weighted

Avg

Exercise

Price

 

Outstanding at beginning of period

 

 

3,300,000

 

 

$

0.14

 

 

 

-

 

 

 

-

 

Granted

 

 

4,470,000

 

 

$

0.09

 

 

 

3,300,000

 

 

$

0.14

 

Exercised

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Forfeited

 

 

2,750,000

 

 

$

0.10

 

 

 

-

 

 

 

-

 

Expired

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Outstanding at end of period

 

 

5,020,000

 

 

$

0.09

 

 

 

3,300,000

 

 

$

0.14

 

Exercisable at end of period

 

 

5,020,000

 

 

$

0.09

 

 

 

3,300,000

 

 

$

0.14

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average grant date fair value

 

 

 

 

 

$

0.06

 

 

 

 

 

 

$

0.10

 

Weighted average remaining contractual term

 

 

 

 

 

 

3.96

 

 

 

 

 

 

 

4.03

 



On August 15, 2012, warrants to purchase 1,320,000 shares of common stock at $0.10 per share were issued to a related party in conjunction with a convertible note. The warrants were valued using the Black-Scholes model with a dividend rate of 0%, volatility of 462.61%, risk free interest rate of .102% and a term of 5 years.


On May 11, 2012 warrants to purchase 275,000 shares of common stock at $0.10 per share were issued to an existing accredited investor in conjunction with a convertible note. As consideration for this further investment, the 250,000 existing warrants with a strike price $.10 were cancelled and reissued with a strike price of $0.075 per share. The new and existing warrants were both valued on the modification date using the Black-Scholes model with a dividend rate of 0%, volatility of 462.61%, a risk free interest rate of 0.89% and a term of 5 years and 3 years, respectively. There was no additional expense resulting from the modification.


On February 24, 2012 warrants to purchase 1,375,000 shares of common stock at $0.10 per share were issued to an existing accredited investor in conjunction with a convertible note. As consideration for this further investment, the 1,250,000 existing warrants with a strike price $.10 were cancelled and reissued with a strike price of $0.075 per share. The new and existing warrants were valued on the modification date using the Black-Scholes model with a dividend rate of 0%, volatility of 462.61%, a risk free interest rate of 0.89% and a term of 5 years. There was no additional expense resulting from the modification.


On July 18, 2011, warrants to purchase 1,250,000 shares of common stock at $0.10 per share were issued to an accredited investor in conjunction with a convertible note. The warrants were valued using the Black-Scholes model with a dividend rate of 0%, volatility of 347.62%, a risk free interest rate of 1.45% and a term of 5 years.


On July 15, 2011, warrants to purchase 1,250,000 shares of common stock at $0.10 per share were issued to an accredited investor in conjunction with a convertible note. The warrants were valued using the Black-Scholes model with a dividend rate of 0%, volatility of 347.62%, a risk free interest rate of 1.46% and a term of 5 years.


On July 14, 2011, warrants to purchase 250,000 shares of common stock at $0.10 per share were issued to an accredited investor in conjunction with a private offering. The warrants were valued using the Black-Scholes model with a dividend rate of 0%, volatility of 347.62%, a risk free interest rate of .66% and a term of 3 years.


On May 16, 2011, warrants to purchase a total of 500,000 shares of common stock at $0.10 per share were issued to three accredited investors in conjunction with a private offering. The warrants were valued using the Black-Scholes model with a dividend rate of 0%, volatility of 347.62%, a risk free interest rate of .93% and a term of 3 years.


On January 7, 2011, warrants to purchase 50,000 shares of common stock at $0.10 per share were issued to an accredited investor in conjunction with a private offering. The warrants were valued using the Black-Scholes model with a dividend rate of 0%, volatility of 347.62%, a risk free interest rate of 1.02% and a term of 3 years.



A summary of the Company's option activity December 31, 2012 and December 31, 2011 is presented below:


Options


Following is a summary of options outstanding:

 

                                 

 

 

For the Year Ended

 

 

 

December 31, 2012

 

 

December 31, 2011

 

 

 

Shares

 

 

Weighted

Avg

Exercise

Price

 

 

Shares

 

 

Weighted

Avg

Exercise

Price

 

Outstanding at beginning of period

 

 

-

 

 

 

-

 

 

 

15,000,000

 

 

$

3.000

 

Granted

 

 

350,000

 

 

$

0.035

 

 

 

-

 

 

 

-

 

Exercised

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Forfeited

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Expired

 

 

-

 

 

 

-

 

 

 

15,000,000

 

 

$

3.000

 

Outstanding at end of period

 

 

350,000

 

 

$

0.035

 

 

 

-

 

 

 

-

 

Exercisable at end of period

 

 

100,000

 

 

$

0.035

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average grant date fair value

 

 

 

 

 

$

0.04

 

 

 

 

 

 

 

-

 

Weighted average remaining contractual term

 

 

 

 

 

 

4.59

 

 

 

 

 

 

 

-

 


On August 2, 2012, the Company issued 250,000 options valued at $0.04 per options for a total of $10,000 to its President and CFO. The options vest equally every six months over a three year period. The options were valued using the Black-Scholes model with a dividend rate of 0%, volatility of 462.61%, risk free interest rate of 0.61% and a term of 5 years. The expense in 2012 was not material.


On August 2, 2012, the Company issued 100,000 options to its new Chief Operating Officer. The options vest equally every six months over a three year period. The options were valued at $0.04 per option using the Black-Scholes model with a dividend rate of 0%, volatility of 462.61%, risk free rate of 0.61% and a term of 5 years. On December 21, 2012, the COO was terminated. As part of the settlement agreement, all 100,000 options immediately vested and the Company recognized $4,000 total expense.


On July 7, 2009 three consultants were issued a series of options as follows:


1,000,000 share option to acquire shares at $1.00 per share

1,000,000 share option to acquire shares at $2.00 per share

1,000,000 share option to acquire shares at $3.00 per share

1,000,000 share option to acquire shares at $4.00 per share

1,000,000 share option to acquire shares at $5.00 per share


These options expired on August 1, 2011.