Stock-Based Compensation

3 Months Ended

Apr. 30, 2014

Equity [Abstract]

Stock-Based Compensation

Note 3 – Stock-Based Compensation:

As of April 30, 2014, the Company had two stockholder-approved stock incentive plans under which shares and options exercisable for shares of common stock have been or may be granted to employees, directors, consultants and advisors. A total of 12,000,000 shares of common stock are reserved for issuance under the 2001 Stock Option Plan (the 2001 Plan) and 60,000,000 shares of common stock are reserved for issuance under the 2006 Stock Plan as amended (the 2006 Plan). At April 30, 2014, there were 1,353,916 and 6,300,576 shares of common stock reserved for future awards under the 2001 Plan and 2006 Plan, respectively. The Company issues new shares of common stock from the shares reserved under the respective Plans upon conversion or exercise of options and issuance of restricted shares.

The 2001 and 2006 Plans (the Plans) are administered by the Board of Directors (the Board). The Board is authorized to select from among eligible employees, directors, advisors and consultants those individuals to whom options are to be granted and to determine the number of shares to be subject to, and the terms and conditions of the options. The Board is also authorized to prescribe, amend and rescind terms relating to options granted under the Plans. Generally, the interpretation and construction of any provision of the Plans or any options granted hereunder is within the discretion of the Board.

The Plans provide that options may or may not be Incentive Stock Options (ISOs) within the meaning of Section 422 of the Internal Revenue Code. Only employees of the Company are eligible to receive ISOs, while employees and non-employee directors, advisors and consultants are eligible to receive options which are not ISOs, i.e. “Non-Qualified Options.” The options granted by the Board in connection with its adoption of the Plans were Non-Qualified Options. In addition, the 2006 Plan also provides for restricted stock grants.

The fair value of each option granted is estimated on the grant date using the Black-Scholes option pricing model or the value of the services provided, whichever is more readily determinable. The Black-Scholes option pricing model takes into account, as of the grant date, the exercise price and expected life of the option, the current price of the underlying stock and its expected volatility, expected dividends on the stock and the risk-free interest rate for the term of the option.

In the case of restricted stock grants under the 2006 Plan, fair market value of the shares is established as the market price on the date of the stock grant or the value of the services provided, whichever is more readily determinable.

The following is a summary of the common stock options granted, forfeited or expired and exercised under the Plans for the nine months ended April 30, 2014:

			Weighted
			Average
			Exercise		Aggregate
			Price		Intrinsic
	Options		per Share		Value
Outstanding, August 1, 2013		29,701,197	$	0.080
Add: Granted		8,879,499		0.001
Less: Forfeited or expired		90,000		0.529
Less: Exercised		526,306		0.001		21,052
Outstanding, April 30, 2014		37,964,390	$	$  0.061	$	1,115,179
Exercisable, April 30, 2014		37,964,390	$	$ 0.061	$	1,115,179

The 37,964,390 outstanding options at April 30, 2014 had a weighted average remaining contractual term of 3.7 years.

The following is a summary of the non-vested common stock options granted, vested and forfeited under the Plan for the nine months ended April 30, 2014:

				Weighted Average
				Grant Date
	Options			Fair Value
Outstanding, August 1, 2013		60,000		$	0.460
Granted		8,879,499			0.029
Vested		(8,939,499	)		0.031
Forfeited		0			n/a
Outstanding, April 30, 2014		0		$	n/a

As of April 30, 2014, the Company did not have any unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plans.