Annual report pursuant to section 13 and 15(d)

STOCK OPTIONS AND WARRANTS

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STOCK OPTIONS AND WARRANTS
12 Months Ended
Dec. 31, 2011
Notes to Financial Statements  
STOCK OPTIONS AND WARRANTS

 

We issued 714,286 warrants in connection with the sale of common stock on April 1, 2010. Additionally, we issued 266,667 warrants in connection with the sale of common stock during the quarter ended June 30, 2011. We have accounted for these warrants as equity instruments in accordance with EITF 00-19 (ASC 815-40), Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, and as such, will be classified in stockholders’ equity as they meet the definition of “…indexed to the issuer’s stock” in EITF 01-06 (ASC 815-40) The Meaning of Indexed to a Company’s Own Stock. We have estimated the fair value of the warrants issued in connection with the sale of common stock at $323,128 and the employment agreement at $10,665 using the Black-Scholes option pricing model.

 

During the years ended December 31, 2011 and 2010, we issued 22,500 stock options each year as part of the employment agreement with our CFO, who subsequently terminated his employment. See Note 18. Black-Scholes testing was performed on these options, but because the options were nullified as a result of his resignation, the results were reversed as of December 31, 2011.

 

During the year ended December 31, 2011, we issued 373,750 stock options to two Board members. The options were valued at the fair market value of the services performed, which resulted in an expense of $28,000 for the year ended December 31, 2011.

 

Key assumptions used by us are summarized as follows:

 

  Private Placement   Warrants Issued
  2010   2011
Exercise price $ 0.40     $ 0.40  
Volatility   165 %     146 %
Expected dividend yield   0.00 %     0.00 %
Risk-free rate over the estimated expected life of the warrants   1.63 %     .0066 %
Expected term (in years)   3.0       3.0  

 

The warrants issued have been accounted for as an equity transaction. The cost of the options issued in connection with the employment agreement and to the Board members were classified as operating expenses for the year ended December 31, 2011.

 

A summary of changes in share purchase warrants during the year ended December 31, 2011 is as follows:

 

 

  Warrants   Weighted Average Exercise Price
  Outstanding, January 1, 2011     1,750,715     $ 0.40  
  Issued     266,667       0.40  
  Exercised     0       0  
  Expired     0       0  
  Outstanding, December 31, 2011     2,017,382     $ 0.40  


A summary of changes in employee stock options during the year ended December 31, 2011 is as follows:


  Stock Options   Weighted Average Exercise Price
  Outstanding, January 1, 2011     291,250     $ 0.4325  
  Issued     323,750       0.3360  
  Exercised     0       0  
  Expired     0       0  
  Outstanding, December 31, 2011     615,000     $ 0.3898