STOCKHOLDERS' EQUITY | Common stock The Company is authorized to issue 3,000,000,000 shares of its common stock. All shares of common stock are equal to each other with respect to voting, liquidation, dividend, and other rights. Owners of shares are entitled to one vote for each share owned at any Shareholders’ meeting. The common stock of the Company does not have cumulative voting rights, which means that the holders of more than fifty percent (50%) of the shares voting in an election of directors may elect all of the directors if they choose to do so. Preferred stock The Company is authorized to issue 10,000,000 shares of its preferred stock with a no-par value per share. Series A convertible preferred stock: The Company has -0- and 9,000 shares of Series A preferred stock outstanding at July 31, 2019 and July 31, 2018, respectively. These shares were originally issued from the designated 10,000,000 shares of preferred stock, no par value. Effective April 1, 2019, the Company redeemed all of the issued and outstanding shares of its Series A preferred stock. The holder of 100% of the Series A was Jed Miesner, a member of the Company’s Board of Directors. The Company redeemed 9,000 shares of the Series A, which had the voting power equivalent to 90,000,000 shares of the Company’s common stock, for the consideration of $100.00 per share, or a total payment of $900,000. The redemption price was effectuated through an increase in the principal balance of a promissory note issued to Mr. Miesner by the Company’s wholly owned subsidiary Amazing Energy, LLC. The principal balance of the Note was increased from $1,940,000 to $2,840,000. Series B convertible preferred stock: The Company has 50,000 shares of Series B preferred stock outstanding at July 31, 2019. These Series B shares were issued from the designated 10,000,000 shares of preferred stock, no par value, with the following rights and preferences: ● Liquidation preference: Upon a liquidation event, an amount in cash equal to $100 per share, for a total of $5,000,000 computed as of July 31, 2019, shall be paid prior to liquidation payments to holders of Company securities junior to the Series B preferred stock. ● Dividends: Holders of the Series B preferred stock are not entitled to receive a dividend. ● Voting: The Series B preferred stock has no voting rights other than to be voted when required by the laws of the State of Nevada. ● Non-transferrable: The shares of Series B preferred stock are not transferrable except under a plan for wealth transfer and estate planning or upon conversion or redemption as set forth below. ● Conversion: Beginning July 31, 2024 (as amended), any shares of the Series B preferred stock outstanding will be convertible, at the discretion of the shareholder, for a period of three years, into common stock purchase warrants of the Company with an conversion price of $1.00 per share on the basis of 110 shares of common stock for each one share of Series B preferred stock outstanding. As additional consideration for a new promissory note dated October 22, 2018 (see Note 8), the terms of the right to convert preferred shares into warrants to acquire common stock attached to the Company’s Series “B” Preferred Stock, were amended to extend the conversion period to April 1, 2024 and to reduce the underlying warrant exercise price from $0.60 per share to $0.40 per share. The Company further agreed to suspend its right to call the Series “B” Preferred Stock until April 1, 2024. Common Stock: During the fiscal years ended July 31, 2019 and 2018, the Company issued the following: ● 1,800,000 and 12,920,008 shares of common stock, respectively, for cash of $420,000 and $3,230,000. Prior to July 31, 2019, the Company received additional cash of $330,000 for shares of common stock that were issued subsequent to year end. As such, the balance is shown as a subscription payable on the consolidated balance sheet. ● 1,395,000 and 856,628 shares of common stock with total fair values of $346,771 and $535,200, respectively, as compensation for services. ● 7,190,000 and 3,617,556 shares of common stock in offerings with working interests with total fair values of $1,716,350 and $1,736,429, respectively. ● 66,000 and -0- shares of common stock with total fair values of $16,482 and $-0-, respectively, in settlement of accounts payable. Warrants: During the fiscal year ended July 31, 2019, the Company issued 275,000 warrants with common stock sold for cash. These warrants have an exercise price of $0.50 and expire in 2022. In addition, the Company issued 200,200 warrants to a consultant for commission associated with the sale of working interests in the Moe 35 1-04H (See Note 5). These warrants have an exercise price of $0.25 and expire in 2022. During the fiscal years ended July 31, 2019 and 2018, the Company issued 1,495,475 and 3,469,391 warrants with total fair values of $358,434 and $1,038,587, respectively, as compensation for services. The warrants have a weighted average exercise price and term of $0.33 and 4.9 years, respectively. During the fiscal years ended July 31, 2019 and 2018, compensation expense of $236,577 and $1,038,587, respectively, was recognized. Unrecognized compensation of $121,857 at July 31, 2019 will be recognized over the next two years. During the fiscal year ended July 31, 2019, the Company issued 2,400,000 warrants in connection with note payable agreements with related parties (see Note 8). The warrants have a term of three years and an exercise price of $0.25. The fair value of the warrants was $553,822 and the relative fair value was $288,000 which was recorded as a discount on the note payable. During the fiscal year ended July 31, 2019, the Company amended terms of warrants to purchase 2,674,576 shares of common stock in connection with the note payable to Bories (see Note 8). The Company agreed to modify the terms of warrants to change the exercise price from $0.60 to $0.40 per share and extend the expiration date from July 31, 2019 to April 1, 2024. The fair value of these changes was $480,771 and recorded as a discount on the note payable. During the fiscal year ended July 31, 2018, the Company issued 136,666 warrants for oil and gas property interests with total fair value of $77,961. The weighted average fair value of warrants and the key assumptions used in the Black-Scholes valuation model to calculate the fair value for the fiscal years ended July 31, 2019 and 2018, are as follows: Fiscal Years Ended July 31, 2019 2018 Stock price $0.18 - $0.32 $0.30 - $0.69 Exercise price $0.23 to $0.50 $0.37 - $1.00 Expected term (in years) 3 to 5 3 to 5 Risk-free rate 2.23% - 3.01% 1.57% - 2.85% Volatility 156% - 166% 166% - 178% Warrant transactions for the years ended July 31, 2019 and 2018 are summarized as follows: Fiscal Years Ended July 31, 2019 2018 Outstanding warrants - beginning of year 6,280,633 2,674,576 Issued 4,370,675 3,606,057 Exercised - - Expired - - Outstanding warrants - end of year 10,651,308 6,280,633 The Company’s outstanding warrants at July 31, 2019 are as follows: Number Expiration Year of Warrants Exercise Price 2020 1,200,000 $0.50 2021 1,858,332 $0.40 to $1.00 2022 785,200 $0.25 to $0.60 2023 721,625 $0.23 to $0.74 2024 6,086,151 $0.31 to $0.40 10,651,308 Stock Options: On August 11, 2017, the Board of Directors authorized the grant of 5,835,000 options to purchase shares of common stock of the Company to certain officers related to their employment agreements (the “Listing Options”). The Listing Options will vest and be immediately exercisable on the date the Company’s stock is traded on the American Stock Exchange, the New York Stock Exchange, or any of the NASDAQ trading tiers. The Listing Options shall have an exercise price equal to the closing price on the date such trading commences. As of July 31, 2019, management has determined the probability of such an event is doubtful and, therefore, has not recognized any compensation expense to date regarding the Listing Options. On August 11, 2017, the Board of Directors authorized the grant of 11,750,000 options to purchase shares of common stock of the Company to certain officers. The options have an exercise price of $0.40 and expire five years from the date of grant. 2,937,500 of the options vested immediately on the grant date and the remainder vest 25% annually upon each anniversary of the grant date. On August 11, 2017, the Board of Directors authorized the grant of 10,000,000 options to purchase shares of common stock of the Company to its Chief Executive Officer. The options have an exercise price of $0.40 per share and expire five years from the date of grant. 2,000,000 options vested on the date of grant. The remaining 8,000,000 options contained market and performance conditions, of which 4,000,000 options are to vest based on market conditions being met and 4,000,000 options will vest upon achievement of certain performance objectives. On November 1, 2018, the Company’s board of directors agreed to reduce the exercise price from $0.40 to $0.25 on the August 11, 2017 options that were granted to the CEO. As result of this modification, the Company recognized additional compensation expense based on the incremental fair value of the modified options. Additional compensation of $33,039 was immediately recognized on options that had already fully vested. An amount of $36,710 was added to the unrecognized compensation on options that had not yet vested and is being amortized over the remaining vesting term of the options. For the fiscal years ended July 31, 2019 and 2018, total compensation of $831,345 and $2,084,561 was recognized on the August 11, 2017 grants. At July 31, 2019, unrecognized compensation of approximately $1,139,722 associated with the 2017 grants will be recognized over the next 3.03 years. During the fiscal years ended July 31, 2019 and 2018, the Board of Directors authorized the grant of 1,000,000 and 500,000 options, respectively, to purchase shares of common stock of the Company to certain directors. The options vested immediately at the date of grant. The fair value of the grants were $214,752 and $137,056 which the Company recognized as stock-based compensation for the year ended July 31, 2019 and 2018, respectively. During the fiscal year ended July 31, 2019 the Company issued 3,000,000 stock options to employees in connection with employment agreements. Stock-based compensation of $324,703 was recognized for initial and periodic vesting of options granted under employment agreements. Unrecognized compensation at July 31, 2019 of $361,992 will be recognized over the next 2.5 years. Options granted were valued using the Black-Scholes Option Pricing Model. The assumptions used in calculating the fair value of the options were as follows: Fiscal Years ended July 31, 2019 2018 Fair value of options granted $0.17 - $0.33 $0.25 – $0.29 Stock price $0.21 - $0.34 $0.26 - $0.30 Exercise price $0.30 $0.40 Expected term (in years) 3 to 5 4 to 5 Risk-free rate 2.49% - 2.96% 1.57% - 1.74% Volatility 157% - 166% 175% - 201% The following is a summary of the Company’s option activity for the years ended July 31, 2019 and 2018: Options Weighted Weighted Outstanding at July 31, 2017 - - - Issued 28,085,000 $ 0.31 5.00 Exercised - - - Expired - - - Outstanding at July 31, 2018 28,085,000 0.31 4.01 Issued 4,000,000 0.30 3.88 Exercised - - - Expired - - - Outstanding at July 31, 2019 32,085,000 $ 0.31 4.06 Outstanding at July 31, 2019, exercisable 8,841,667 $ 0.32 3.11 At July 31, 2019, the vested options had no intrinsic value. |