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Stockholder's Deficit
 12 Months Ended
Jan. 31, 2012
Stockholder's Deficit

15. Stockholder’s Deficit

 

The Company issued a total of 1,350,000 common shares during the twelve months ended January 31, 2012 related to acquisitions (see Note 17).

  

The Company authorized the issuance 600,000 shares of common stock for compensation related to consulting and directors fees during the twelve months ended January 31, 2012. The shares were valued at $90,000 based on the fair values of the shares at the issuance dates. These shares were not issued as January 31, 2012 and as such have been recorded as shares to be issued in current liabilities.

 

The Company issued 350,000 shares of common stock for compensation to the CFO during the twelve months ended January 31, 2012. The shares were valued at $63,000 based on the fair value of the shares at the issuance date.

 

The Company issued a total of 594,446 common shares in the twelve months ended January 31, 2011, including 244,446 shares issued to officers and directors and 350,000 shares issued to Kanehoe Advisors related to professional services related to the issuances. The total shares were valued at $47,378 based on the fair value of the shares at the issuance dates.

 

Warrants outstanding:

 

    Aggregate
intrinsic
value		     Number of warrants
issued		  
Outstanding at January 31, 2011   $ -       1,655,333  
Granted     -       -  
Exercised     -       ,  
Lapsed     -       (155,333 )
      -          
Outstanding at January 31, 2012     -       1,500,000  

  

Exercise Price     Warrants
outstanding		     Weighted
average
remaining
contractual life		     Warrants
exercisable		    

Weighted

average

exercise price

  
$ 0.114850       1,250,000       2.75       1,250,000     $ 0.114850  
$ 0.114850       250,000       2.75       250,000     $ 0.114850  

      

In conjunction with the completion of the private placement on October 16, 2009, as described in Note 11, the Company issued a total of 1,500,000 warrants. Of this amount, 1,250,000 warrants were issued to the holders of the Convertible Notes and 250,000 warrants were granted to the placement agent. The 1,250,000 warrants held by the note holders are exercisable into shares of Common Stock at an initial exercise price of $0.11485. The Warrants have a five-year term and expire on October 31, 2014. The 250,000 warrants conveyed to the placement agent also have a five-year term, expire on October 31, 2014, and are exercisable at $0.11485 per share.

  

2010 Equity Incentive Plan

 

On March 4, 2010, the Company’s Board of Directors approved the 2010 Equity Incentive Plan (the “Plan”). The Plan provides for the granting of the following types of awards to persons who are employees, officers, consultants, advisors, or directors of our Company or any of its affiliates:

 

Under the Plan, the Company may issue a variety of equity vehicles to provide flexibility in implementing equity awards, including incentive stock options, nonqualified stock options, restricted stock grants and stock appreciation rights. The exercise price of stock options offered under the Plan shall not be less than the fair market value of the Company’s common stock on the date of the grant. The exercise price of an ISO granted to any person who owns, directly or by attribution under the Code (currently Section 424(d)), stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or of any affiliate (a “10% Stockholder”) shall in no event be less than 110% of the fair market value (determined in accordance with Section 6.1.10) of the stock covered by the option at the time the option is granted.

 

Subject to the adjustment provisions of the Plan that are applicable in the event of a stock dividend, stock split, reverse stock split or similar transaction, up to 5,000,000 shares of common stock may be issued under the Plan. Options granted under the Plan generally vest over a three-year period and generally expire five years from the date of grant.

 

As of January 31, 2012, options to purchase an aggregate of 883,332 shares of common stock were exercisable under the Company’s stock option Plan. During the year ended January 31, 2012, the Company did not issue options to purchase shares of common stock with exercise prices below the fair market value of the common stock on the dates of grant.

  

Stock option transactions under the Company’s stock option plans for the year ended January 31, 2012 are summarized below:

 

    Shares     Weighted
Average
Per Share
Exercise
Price		     Weighted Average
Remaining
Contractual Term		     Aggregate
Intrinsic Value		  
Balance, January 31, 2011                                
Granted     1,150,000     $ 0.15                  
Exercised     -       -                  
Expired     -       -                  
Forfeited     -       -                  
Balance, January 31, 2012     1,150,000     $ 0.15       8.9 years     $ -  
                                 
Vested and expected to vest     1,150,000     $ 0.15       8.9 years     $ -  
Exercisable, January 31, 2012     883,332     $ 0.15       8.9 years     $ -  

 

As January 31, 2012, options available for future grant under the Plan amounted to 3,850,000.

 

Information regarding stock options outstanding at January 31, 2012 is as follows:

 

      Options Outstanding     Options Exercisable  
Range of exercise
prices		     Number
outstanding at
January 31,
2012		     Weighted
average
remaining
contractual life		     Weighted
average
exercise price		     Number
exercisable at
January 31,
2012		     Weighted
average
exercise
price		  
$ 0.15       1,150,000       8.9 years     $ 0.15       883,332     $ 0.15