SHAREHOLDERS' EQUITY | NOTE 7 – SHAREHOLDERS’ EQUITY Our authorized capital stock consists of 100,000,000 shares of common stock, with a par value of $0.01 per share, and 10,000,000 preferred shares with a par value of $0.001 per share. All shares of common stock have equal voting rights and, when validly issued and outstanding, are entitled to one non-cumulative vote per share in all matters to be voted upon by shareholders. The shares of common stock have no pre-emptive, subscription, conversion or redemption rights and may be issued only as fully paid and non-assessable shares. Holders of the common stock are entitled to equal ratable rights to dividends and distributions with respect to the common stock, as may be declared by our Board of Directors (our “Board”) out of funds legally available. In the event of a liquidation, dissolution or winding up of the affairs of the Corporation, the holders of common stock are entitled to share ratably in all assets remaining available for distribution to them after payment or provision for all liabilities and any preferential liquidation rights of any preferred stock then outstanding. On November 13, 2018, we received $140,000 for 646,054 common shares as consideration for a joint venture agreement and paid $8,400 to the broker. On October 17, 2018, we issued 500,000 common shares valued at $105,000 to the director of the Rio Grande Foundation as consideration for not placing us in default on the note payable to the Foundation. In June 2019, we issued 22,500 shares of our common stock for website services. In June 2019, we received proceeds in the amount of $35,317 for 100,907 shares of our Common Stock issued upon the exercise of common stock warrants. In July 2019, we issued 122,811 shares for a cashless exercise of 122,811 Common Stock warrants. In August 2019, we issued 2,084,073 shares of our Common Stock to our Directors for Directors fees in arrears. In August 2019, we issued 2,076,825 shares of our Common Stock to certain Directors for the conversion of notes owed to them. In August 2019, we issued 5,757,680 shares of our Common Stock for $1,971,785 to an investor, including cost of capital in the amount of $8,400 and 598,666 shares of our Common Stock. During the fiscal year ended August 31, 2019, we issued 1.300,000 options to our Directors. During the fiscal year ended August 31, 2019, we issued 830,000 options for services. We have 56,204,994 shares of our common stock outstanding as of August 31, 2019. The following table sets forth certain information as of August 31, 2019 and 2018 concerning our common stock that may be issued upon the exercise of options not under the Amended 2008 plan and pursuant to purchases of stock under the Amended 2008 Plan: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (In Years) Grant Date Fair Value Outstanding at August 31, 2017 5,085,000 $ 0.36 5.37 $ 1,808,350 Vested and exercisable at August 31, 2017 5,085,000 0.36 5.37 1,808,350 Options granted 620,000 0.21 7.77 109,431 Options exercised — — — — Options cancelled/forfeited/expired 1,785,000 0.44 — 533,296 Outstanding at August 31, 2018 3,920,000 0.32 4.31 1,384,485 Vested and exercisable at August 31, 2018 3,920,000 0.32 4.31 1,384,485 Options granted 2,130,000 0.21 7.48 524,517 Options exercised — — — — Options cancelled/forfeited/expired 340,000 0.41 — 146,162 Vested and exercisable at August 31, 2019 5,710,000 $ 0.28 5.41 $ 1,762,840 During the year ended August 31, 2019, the Company granted a total of 2,130,000 stock options with a fair value of approximately $524,000 on the date of grant. The fair value of the options was determined using the Black-Scholes option-pricing model. The weighted average assumptions used to calculate the fair market value are as follows: (i) risk-free interest rate of 2.5 to 2.9% (ii) estimated volatility of 84% (iii) dividend yield of 0.00% and (iv) expected life of all options of 5 years. During the year ended August 31, 2018, the Company granted a total of 620,000 stock options with a fair value of approximately $109,000 on the date of grant. The fair value of the options was determined using the Black-Scholes option-pricing model. The weighted average assumptions used to calculate the fair market value are as follows: (i) risk-free interest rate of 2.9% (ii) estimated volatility of 102% (iii) dividend yield of 0.00% and (iv) expected life of all options of 5 years. During the years ended August 31, 2019 and 2018, the Company recognized total stock based compensation expenses of $524,517 and $109,431, respectively, for vesting options. Warrants Warrant activity for the years ended August 31, 2019 and 2018 are as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (In Years) Grant Date Fair Value Outstanding at August 31, 2017 16,148,010 $ 0.38 .84 $ 3,180,071.35 Vested and exercisable at August 31, 2017 16,148,010 0.38 .84 3,180,071 Warrants granted 701,000 0.20 3.72 97,508 Warrants exercised — — — — Warrants cancelled/forfeited/expired — — — — Outstanding at August 31, 2018 16,849,010 0.37 .96 3,277,579 Vested and exercisable at August 31, 2018 16,849,010 0.37 .96 3,277,579 Warrants granted 832,830 .20 4.88 268,621 Warrants exercised 223,718 .35 — 44,868 Warrants cancelled/forfeited/expired Outstanding at August 31, 2019 17,458,122 0.36 1.16 3,501,332 During the year ended August 31, 2019, the Company granted a total of 832,830 common stock warrants with a fair value of approximately $269,000 on the date of grant. The fair value of the options was determined using the Black-Scholes option-pricing model. The weighted average assumptions used to calculate the fair market value are as follows: (i) risk-free interest rate of 2.5 to 2.9% (ii) estimated volatility of 84% (iii) dividend yield of 0.00% and (iv) expected life of all warrants of 5 years. During the year ended August 31, 2018, the Company granted a total of 701,000 stock options with a fair value of approximately $98,000 on the date of grant. The fair value of the options was determined using the Black-Scholes option-pricing model. The weighted average assumptions used to calculate the fair market value are as follows: (i) risk-free interest rate of 2.9% (ii) estimated volatility of 102% (iii) dividend yield of 0.00% and (iv) expected life of all warrants of 5 years. During the years ended August 31, 2019 and 2018, the Company recognized total non-cash interest expense of $268,621 and $97,508, respectively, for vesting warrants. |