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COMMON STOCK
12 Months Ended
Dec. 31, 2012
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract]  
Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

NOTE 12. COMMON STOCK

 

Warrants

 

During the second and third quarters of 2008, in connection with $1,100,000 of short term notes payable, the Company granted warrants to W. Austin Lewis, IV for 1,100,000 shares of common stock exercisable at $.25 per share. All of these warrants expired during the second and third quarter of 2011.

 

Share-based Incentive Plans

 

During the years ended December 31, 2012, and 2011, the Company had three stock option plans that include both incentive and non-qualified options to be granted to certain eligible employees, non-employee directors, or consultants of the Company.

 

Share-based Incentive Plans

 

Active Plans:

 

2012 Plan

 

On October 15, 2012, the Company adopted the 2012 Non-Qualified Stock Option Plan (the "2012 Plan"). The purpose of the 2012 Plan, is to provide long-term incentives and rewards to those employees of the Company, and any other individuals, whether directors, consultants or advisors who are in a position to contribute to the long-term success and growth of the Company. The options granted have a 10 year contractual term and vest one hundred percent on the date of grant. There are 3,000,000 shares reserved for future issuance under this plan. Information with respect to stock options granted under this plan during the year ended December 31, 2012 is as follows:

 

    Number of shares     Weighted average
exercise price per
share
 
Options outstanding at December 31, 2011         $  
Granted     7,000,000       0.043  
Exercised            
Options outstanding at December 31, 2012     7,000,000     $ 0.043  

 

2011 Plan

 

On February 1, 2011, the Company adopted the 2011 Non-Qualified Stock Option Plan (the "2011 Plan"), to replace the 2001 Plan discussed below, and has filed Registration Statements on Form S-8 to register 30,000,000 shares of its common stock. Under the 2011 Plan, employees and consultants may elect to receive their gross compensation in the form of options, exercisable at $.001 per share, to acquire the number of shares of the Company's common stock equal to their gross compensation divided by the fair value of the stock on the date of grant. The options granted have a 10 year contractual term and vest one hundred percent on the date of grant. Information with respect to stock options granted under this plan during the year ended December 31, 2012 and 2011 is as follows:

 

    Number of
shares
    Weighted
average exercise
price per share
 
Options outstanding at December 31, 2010     -     $ 0.001  
Granted     11,416,839       0.390  
Exercised     (8,416,839 )     0.001  
Options outstanding at December 31 2011     3,000,000       0.145  
Granted     16,614,369       0.001  
Exercised     (16,614,369 )     0.001  
Options outstanding at December 31, 2012     3,000,000       0.015  

 

A summary of the awards under this plan during the year ended December 31, 2012 and 2011 is as follows:

 

    Number of
shares
    Gross Compensation  
    2012  
Employee payroll     249,097     $ 40,000  
Consulting and professional fees     16,365,272       2,126,832  
Total     16,614,369     $ 2,166,832  
                 
    2011  
Employee payroll     2,262,367     $ 522,360  
Consulting and professional fees     6,154,472       1,440,808  
Total     8,416,839     $ 1,963,168  

 

At December 31, 2012 there were no shares reserved for issuance under this plan.

 

2002 Plan

 

The 2002 Stock Option Plan (“2002 Plan”) provides for the award of qualified and non-qualified options for up to 30,000,000 shares. The options granted have a ten-year contractual term and have a vesting schedule of either immediately, two years, or four years from the date of grant. Information with respect to stock options granted under this plan during the years ended December 31, 2012, and 2011 is as follows:

 

    Number of
shares
    Weighted
average exercise
price per share
 
Options outstanding at December 31, 2010     15,871,952     $ 0.159  
Granted     3,000,000       0.145  
Exercised     (5,750,000 )     0.041  
Options outstanding at December 31, 2011     13,121,952     $ 0.104  
Granted     5,000,000       0.065  
Cancelled or Expired     (7,560,976 )     0.015  
Exercised     (2,560,976 )     0.041  
Options outstanding at December 31, 2012     8,000,000     $ 0.095  

 

There are currently no shares reserved for issuance under this plan.

 

2001 Plan

 

The 2001 Non-Qualified Stock Option Plan (the "2001 Plan") expired on January 31, 2011. The Company adopted the 2001 Plan on February 1, 2001 and filed Registration Statements on Form S-8 to register 120,000,000 shares of its common stock. Under the 2001 Plan, employees and consultants could have elected to receive their gross compensation in the form of options, exercisable at $.001 per share, to acquire the number of shares of the Company's common stock equal to their gross compensation divided by the fair value of the stock on the date of grant. Information with respect to stock options granted under this plan during the years ended December 31, 2012, and 2011 is as follows:

 

    Number of
shares
    Weighted
average exercise
price per share
 
Options outstanding at December 31, 2010     2,023,612     $ 0.001  
Granted     1,075,090       0.001  
Exercised     (2,037,370 )     0.001  
Options outstanding at December 31, 2011     1,061,332     $ 0.001  
Cancelled     (68,750 )     0.001  
Exercised     (962,000 )     0.001  
Options outstanding at December 31, 2012     30,582     $ 0.001  

 

A summary of the awards under this plan during the year ended December 31, 2011 is as follows:

 

    Number of shares     Gross
Compensation
 
    2011  
Employee payroll   $ 17,977     $ 4,200  
Consulting and professional fees     1,057,113       253,100  
Total   $ 1,075,090     $ 257,300  

 

There are currently no shares reserved for issuance under this plan.

 

Option Repricing

 

In November 2011 the Board of Directors approved a vote to reprice 5,000,000 employee stock options. The options were originally issued on January 2008, and had an original grant price $0.415. The grant price was lowered to $0.145, which reflects the market value of the stock as of the reprice date. The repriced options continue to vest according to the original grant date. The options granted have a six year contractual term and vest one year from the date of grant. The Company recorded an additional compensation charge of $148,415 at December 31, 2011, using the Black-Scholes option pricing model with the following weighted average assumptions:

 

Expected term (plain-vanilla)     3 years  
Expected volatility     104.12 %
Expected dividends     None  
Risk free interest rate     0.01 %

 

The intrinsic value of options exercised during the year ended December 31, 2012, was $56,854 in exchange for $962 cash. Out of the total options exercised in 2012, 1,000,000 were exercised as additional compensation and 1,560,976 were exercised through a subscription receivable, both of which were exercised at the options grant price. The intrinsic value of options exercised during the year ended December 31, 2011, was $1,066,963 in exchange for $236,700 in cash.

 

Fair value of issuances

 

The fair value of the Company's option grants under the 2012, 2011, and 2002 Plans was estimated at the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions:

 

    2012     2011  
Expected term (based upon historical experience)     <1 week       <1 week  
Expected volatility     118.35 %     103.26 %
Expected dividends     None       None  
Risk free interest rate     0.10 %     0.02 %

 

The stock volatility for each grant is determined based on a review of the experience of the weighted average of historical daily price changes of the Company's common stock over the expected option term. The expected term was determined using the simplified method for estimating expected option life, which qualify as “plain-vanilla” options; and the risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option.

 

The fair value of options granted under all plans in 2012 was $532,291 which, assuming no forfeiture rate, resulted in $532,291 in additional compensation expense being charged to operations during 2012. The Company used the Black-Scholes option pricing model with the following weighted average assumptions:

 

 

Expected term (plain-vanilla)     6.67 years  
Expected volatility     110.85 %
Expected dividends     None  
Risk free interest rate     0.09 %

 

All but 2,750,000 options outstanding at December 31, 2012 are fully vested and exercisable. Information pertaining to options outstanding at December 31, 2012 is as follows:

 

Exercise
Prices
    Number
of shares
    Weighted
Average
Remaining
Contractual Life
    Aggregate
Intrinsic Value*
 
  0.001       30,582       1.87     $ 2,110  
  0.041       5,000,000       9.61       145,000  
  0.048       2,000,000       9.94       44,000  
  0.065       5,000,000       9.61       25,000  
  0.145       6,000,000       8.86        
          18,030,582       9.38        216,110  

 

*The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the option 

  

Summary of all stock option plans during the years ended December 31, 2012, and 2011 is as follows:

 

    Number of
Shares
    Weighted
Average Price
 
Options outstanding at December 31, 2010     17,895,564     $ 0.159  
Granted     20,491,929     $ 0.078  
Cancelled     (5,000,000 )   $ 0.415  
Exercied     (16,204,209 )   $ 0.015  
Options outstanding at December 31, 2011     17,183,284     $ 0.105  
Granted     28,614,369     $ 0.022  
Cancelled     (7,629,726 )   $ 0.109  
Exercied     (20,137,345 )   $ 0.006  
Options outstanding at December 31, 2012     18,030,582     $ 0.083