Stockholders' Equity | 9 Months Ended |
Nov. 30, 2013 |
Stockholders' Equity [Abstract] | ' |
Stockholders' Equity | ' |
Note 5 - Stockholders’ Equity |
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Authorizations and Designations |
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The Company is authorized to issue 190,000,000 shares of its $0.001 par value common stock and 10,000,000 shares of its $ 0.001 par value preferred stock. To date, no preferred stock has been issued. |
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Common Stock for Services |
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On March 29, 2013, the Company entered into an agreement with Wee Kai for the position of Contract Chief Technical Advisor (“Contract CTA”) for the term of one (1) year. The Contract CTA will advise and assist in the development of the Company’s technologies and products. During the period commencing on March 29, 2013, the Company shall pay Contract CTA as compensation for services to the Company $2,500 per month due on the 1st day of each calendar month. In addition, the Company agrees to issue the Contract CTA common stock. The proposed schedule of shares to be issued and vested immediately will be 50,000 April 1, 2013; 75,000 May 1, 2013; 125,000 July 1, 2013; 125,000 October 1; 2013 and 125,000 January 1, 2014. The certificates for these shares have not actually been issued. However, the financial statements and notes for the period ended November 30, 2013 have been prepared to reflect issuance of the 375,000 shares under this Agreement. |
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During the nine months ended November 30, 2013, the Company recorded $278,500 for services rendered by the Contract CTA for 375,000 shares from the Company’s 2,000,000 shares held in treasury. Certificates for these shares have not yet been delivered. However, these shares are reflected as outstanding in the accompanying financial statements and notes herein. The shares were fully vested on the dates of issuance and stock compensation expense of $278,500 was recorded during the nine months ended November 30, 2013. The compensation expense was determined based on the estimated fair value of the common stock at the end of the reporting period. |
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Contributed Services |
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During the period from Inception to November 30, 2013, services were provided by Safa Movassaghi and Scott Gerardi. From June through November 2012, Safa Movassaghi waived his salary during the commencement of operations, valued at $7,500 per month, plus accrued taxes. These unpaid services are considered contributed service to the Company. The fair value of contributed services were based on negotiated monthly salary and has been recognized in the statement of stockholders’ equity as contributed services, and the accompanying statements of operations as general and administrative expenses. Total salaries and accrued taxes waived during the three and nine months ended November 30, 2013, and since Inception to November 30, 2013 were $0, $0 and $73,750, respectively. |
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During the three months ended May 31, 2013, accrued salaries of $12,000, plus accrued taxes of $1,200 for Scott Gerardi pursuant to his employment contract were waived by his consent and board resolution in May 2013. Scott Gerardi’s employment agreement ended May 31, 2013 and was not renewed. Contributed services totaling $0, $13,200, and $52,800 for the three and nine months ended November 30, 2013, and since Inception to November 30, 2013, respectively, have been recognized in the statements of stockholders’ equity as contributed services, and the accompanying statements of operations as general and administrative expense. |
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Walter Grieves and Leeward Ventures have agreed to settle the contributed services discussed above outside of the Company. |
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On September 12, 2013, management entered into a term sheet to provide $2 million in equity financing. The agreement called for a payment of $15,000 toward expenses of the offering. On September 17, 2013, the Company issued 283,086 shares as commitment shares under the term sheet and paid $10,000 towards expenses of the financing. The shares were valued at $0.58 per share or $164,190 and have been recorded as deferred financing costs on the balance sheet as of November 30, 2013. |
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Contributed Capital |
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During the three months ended November 30, 2013, Leeward Ventures contributed $18,000 to the Company for 180,000 shares at $0.10 per share under a $500,000 subscription agreement to purchase 5,000,000 shares from an existing shareholder. As a result, no new shares were or will be issued by the Company. Under the agreement, $90,150 is remaining to be funded. If there is an unfunded amount under the agreement, any shares held related to such will be returned to the Company. |