COMMON STOCK | 5. COMMON STOCK Authorized: 700,000,000 common shares. Issued and outstanding: 169,106,688 common shares. On August 14, 2015, the Board of Directors of the Company (Board of Directors) approved an increase in Authorized shares to 700,000,000 shares from 200,000,000 shares and the Preferred Stock Amendment (collectively the Actions), recommending to the majority shareholders that they approve the Actions. On August 14, 2015, the majority shareholders approved the Actions. The Company has a stock option plan (the 2010 Plan) allowing the Company's directors to grant up to 5,000,000 stock options. The 2010 Plan allows the Company to grant options to its officers, directors and employees. In addition, the Company may grant options to individuals who act as consultants to the Company. Pursuant to the terms and conditions of the 2010 Plan, the exercise price for the stock options must be no less than: 100% of the fair market value of the common stock on the date of grant for participants that hold less than 10% of the Company's outstanding common stock; and 110% of the fair market value of the common stock on the date of grant for participants that hold 10% or more of the Company's outstanding common stock. Options will vest at the discretion of the plan administrator. As of August 31, 2015 and 2014 no options had been granted. During the year ended August 31, 2015, the Company had the following share transactions: a) Issued 18,100,000 shares to Neal Allen, Chairman and CEO for management fees, valued at $1,629,000; b) Issued 8,500,000 shares to Michael Watkins, COO for management fees, valued at $765,000; c) Issued 4,500,000 shares to Spero Plavoukos, a director of the Company for management fees, valued at $405,000; d) Issued 500,000 shares for corporate finance consulting fees, valued at $30,000; e) Issued 100,000 shares for legal fees, valued at $6,000. f) Issued 126,000 shares at $0.25 per share for gross proceeds of $31,500; g) Issued 80,000 shares at $0.15 per share for gross proceeds of $12,000; h) Issued 6,667 shares at $0.30 per share for gross proceeds of $2,000; i) Issued 8,572 shares at $0.35 per share for gross proceeds of $3,000. j) Issued 2,343,750 shares for gross proceeds of $26,157, valued at $0.01 per share. k) Issued 5,000,000 shares with a fair value of $373,200 to extinguish convertible debt of $16,750; l) Issued 611,177 shares with a fair value of $51,950 to extinguish convertible debt of $12,224; and m) Issued 38,703,302 shares with a fair value of $2,719,785 to extinguish convertible debt of $77,776. During the year ended August 31, 2014, the Company has the following share issuances: a) On December 1, 2013, the Company issued 1,000,000 shares to a director of the Company for consulting services rendered. The fair value of the shares is $10,000. b) On December 1, 2013, the Company issued 1,000,000 shares to a director of the Company for consulting services rendered. The fair value of the shares is $10,000. c) On December 1, 2013, the Company issued 2,250,000 shares to directors of the Company for directors fees. The fair value of the shares is $22,500. d) On December 6, 2013, the Company issued 3,016,666 shares at $0.01 per share for gross proceeds of $30,167. e) On December 15, 2013, the Company issued the 4,000,000 shares for the acquisition of 41% of Pro Eco. The estimated fair value of the shares on issuance was $198,788 (Note 3). f) On December 20, 2013, the Company issued 3,000,000 shares to settle debt of $75,000 owing to an officer of the Company and to the President and CEO of the Company. The fair value of the shares was $30,000. The gain on the settlement of the debt of $45,000 has been recorded as additional paid in capital. g) On January 22, 2014, the Company issued 1,285,000 shares at $0.01 per share for gross proceeds of $12,850. h) On February 20, 2014, the Company acquired 100% of Dominovas Energy LLC in exchange for 45,000,000 of the Companys common shares. The estimated fair value of the shares on issuance was $450,000 (Note 9). i) On February 20, 2014, a director of the Company cancelled 4,495,734 shares owned by the President and CEO of the Company. j) On May 15, 2014, the Company issued 467,200 shares at $0.25 per share for gross proceeds of $116,800. k) On August 31, 2014, the Company issued 60,000 shares at $0.25 per share for gross proceeds of $15,000. |