Quarterly report pursuant to Section 13 or 15(d)

STOCKHOLDERS' DEFICIENCY

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STOCKHOLDERS' DEFICIENCY
3 Months Ended
Mar. 31, 2013
STOCKHOLDERS' DEFICIENCY  
STOCKHOLDERS' DEFICIENCY

NOTE 10 - STOCKHOLDERS’ DEFICIT

 

Board of Directors fees

 

As compensation for joining the board of directors in January of 2012, the Company granted warrants to purchase 200,000 shares of common stock to Philip M. Rice (CFO and a Director) in January, 2012, at an exercise price of $.12 per share. The warrants have a term of three years and vest as follows: 50,000 were vested on the grant date with the remainder vesting throughout 2012 on a quarterly basis. The warrants vested during the quarter ended March 31, 2012, and each subsequent quarter, were valued at $10,721 using the Black Scholes pricing model with the following assumptions: closing stock price of $.24, an expected volatility of 125.11%; annual rate of dividends 0%;  and a risk free  rate of 0.33%. 

 

As compensation for joining the board of directors in June of 2012, the Company granted warrants to purchase 50,000 shares of common stock to Brian Young.  The warrants were granted with an exercise price of $.12 per share, have a term of three years and vested as follows: 12,500 vested on the grant date, 12,500 vested on September 30, 2012, 12,500 vested on December 31, 2012 and 12,500 vested on March 31, 2013.  The warrants were valued at $8,921 using the Black Scholes pricing model relying on the following assumptions: volatility 114.66%; annual rate of dividends 0%; discount rate 0.25%.  In addition, Mr. Young will receive $10,000 for each annual term served, paid quarterly.

 

As compensation for serving as a member of the board of directors, the Company granted warrants to purchase 50,000 shares of common stock to John Gorman (EVP and a Director) in November, 2012, at an exercise price of $.12 per share.  The warrants have a term of three years and vested or will vest as follows: 12,500 vested on the grant date, 12,500 vested on March 31, 2013 and the remaining 25,000 shall vest on quarterly (12,500 per quarter).  The warrants were valued at $4,848 using the Black Scholes pricing model relying on the following assumptions: volatility 128.51%; annual rate of dividends 0%; discount rate 0.27%.  In addition, Mr. Gorman will receive $10,000 for each annual term served, paid quarterly.

 

During 2012, the Company issued 5,270,000 shares of common stock and 492,000 warrants to purchase shares of common stock for $650,000.  Also, an investor received 11,797 shares as part of a cashless exercise of 233,333 common stock warrants that had an exercise price of $.15.

 

As compensation for serving as a member of the board of directors, the Company granted warrants to purchase 50,000 shares of common stock to Philip M. Rice (CFO and a Director) in January, 2013, at an exercise price of $.12 per share.  The warrants have a term of three years and vested or will vest as follows: 12,500 vested on the grant date and the remaining 37,500 shall vest quarterly (12,500 per quarter).  The warrants were valued at $10,381 using the Black Scholes pricing model relying on the following assumptions: volatility 131.97%; annual rate of dividends 0%; discount rate 0.27%.  In addition, Mr. Rice will receive $10,000 for each annual term served, paid quarterly.

 

For the three months ended March 21, 2013, an investor received 21,111 shares as part of a cashless exercise of 35,000 common stock warrants that had an exercise price of $.10.

 

A summary of the status of the Company’s warrants is presented below.

 

 

March 31, 2013

December 31, 2012

 

Number of

Weighted Average

Number of

Weighted Average

 

Warrants

Exercise Price

Warrants

Exercise Price

 

 

 

 

 

Outstanding, beginning of year

16,365,209

$                   0.17

20,413,430

$                 0.19

Issued

50,000

0.12

1,425,112

0.12

Exercised

35,000

 0.10

(583,333)

0.15

Expired

(1,100,000)

 0.25

(4,890,000)

0.23

 

 

 

 

 

Outstanding, end of period

15,280,209

$                   0.17

16,365,209

$                 0.17

 

Warrants outstanding and exercisable by price range as of March 31, 2012 were as follows:

 

 

Outstanding Warrants

Exercisable Warrants

 

 

 

Average

 

 

 

 

 

Weighted

 

 

 

 

 

Remaining

 

 

Weighted

 

 

Contractual

Exercise

 

Average

Range of

Number

Life in Years

Price

Number

Exercise Price

 

 

 

 

 

 

$  0.12

890,612

1.99

$  0.12

828,112

$.12

 0.125

7,464,597

1.59

  0.125

7,464,597

0.125

   0.15

2,850,000

  .94

    0.15

2,850,000

0.15

 0.225

600,000

  .61

  0.225

600,000

0.225

  0.25

3,075,000

  .85

    0.25

3,075,000

0.25

  0.50

400,000

 .24

   0.50

400,000

0.50

 

 

 

 

 

 

 

15,280,209

1.46

 

15,252,709

$                 0.17