XML 19 R9.htm IDEA: XBRL DOCUMENT v3.3.1.900
Stockholders' Equity
6 Months Ended
Dec. 31, 2015
Equity [Abstract]  
Stockholders' Equity

NOTE 4—STOCKHOLDERS’ EQUITY

Stock Options

On February 11, 2014, the Company issued options with a term of five (5) years and an exercise price of $0.002 to the individuals below for the number of shares of common stock:

The Company granted to Sebastian Giordano, for services as Chief Restructuring Officer and Acting Chief Executive Officer, an option to purchase 125,000,000 shares of the Company’s Common Stock.

The Company granted to each of Edward Gildea and Jonathan Schechter, for services as directors of the Company, an option to purchase 50,000,000 shares of the Company’s Common Stock.

On February 28, 2014, the Company granted to Edward Gildea, for services to be rendered as Acting Chief Executive Officer, an option to purchase 50,000,000 shares of the Company’s Common Stock with a term of five (5) years and an exercise price of $0.002.

All of the shares covered by these options immediately vested on the grant date.

The grant date fair value of stock options granted was approximately $275. The fair value of the Company’s common stock was based upon the publicly quoted price on the date of grant. The expected term for stock options granted with service conditions represents the average period the stock options are expected to remain outstanding and is based on the expected term calculated using the approach prescribed by the Securities and Exchange Commission’s Staff Accounting Bulletin No. 110 for “plain vanilla” options. The Company obtained the risk free interest rate from publicly available data published by the Federal Reserve. The volatility rate was computed based on a comparison of average volatility rates of similar companies. The fair value of the options was determined using the Black-Scholes model with the following assumptions: risk free interest rate—0.69% to 0.71%, volatility—84.40%, expected term—2.5 years, expected dividends- N/A.

As of December 31, 2015, the weighted average exercise price of all stock options outstanding was $0.002, the remaining contractual life was 3.1 years and there was no intrinsic value.

Series B Preferred Stock

On February 2, 2016, the Company authorized 18 million shares of Series B Preferred Stock with a par value of $0.000001. On February 3, 2016, the Company filed a Certificate of Designation with the Delaware Secretary of State pursuant to which the Company set forth the designation, powers, rights, privileges, preferences and restrictions of the Series B Preferred Stock.

Each share of Series B Preferred stock will immediately and automatically convert into one share of common stock upon the Company amending its certificate of incorporation to effect a 15,463.7183 to 1 reverse stock split of its common stock. Prior to the Reverse Stock Split, the Series B Preferred Stock votes together with the Company’s common stock as a single class, with each share of Series B Preferred Stock having a vote that equals to that of 15,463.7183 shares of common stock. After the Reverse Stock Split, any Series B Preferred Stock which remains outstanding as a result of the beneficial ownership limit will vote together with the common stock as a single class, with each share of Series B Preferred Stock having a number of votes equal to one share of common stock on a post-Reverse Stock Split basis. In the event of any liquidation, dissolution or winding up of the Company, the assets available for distribution to the Company’s stockholders will be distributed among the holders of the Series B Preferred Stock and the holders of the common stock, pro rata, on an as-converted-to- common stock post-Reverse Stock Split basis. The holders of the Series B Preferred Stock are entitled to dividends in the event that the Company pays cash or other dividends in property to holders the outstanding shares of the common stock, which dividends would be made pro rata, on an as-converted-to-common stock post-Reverse Stock Split basis. (See Note 6)