Common and Preferred Stock | 12 Months Ended |
Aug. 31, 2014 |
Notes to Financial Statements | |
Note 6 - Common and Preferred Stock | Shares issued for services |
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During the nine months ended May 31, 2014, the Company issued 45,000,000 shares of common stock to employees and third party consultants as compensation. The fair value of the shares was determined to be $945,000. |
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Shares issued for settlement of debt and accrued interest |
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The company issued 944,143 of common shares to settle $282,000 of the line of credit outstanding as well as $1,243 of accrued interest with the third party. The fair value of the shares issued was $246,421. The Company recorded $36,822 as a gain on settlement of debt. |
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Shares issued for cash |
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During the fiscal year end August 31, 2014, the company issued 2,055,857 shares of common stock to a third party for the proceeds of $616,757. As of August 31, 2014, the company has received $273,885 of the $616,757 with the remaining $342,872 outstanding as a stock subscription. |
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Shares issued for conversion of convertible debt |
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The Company issued 3,268,151 shares for the conversion of convertible debt of $37,500 and interest of $1,500. The Company recorded $136,364 to additional paid in capital for the reclassification of derivative liabilities due to conversion of convertible notes. |
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Reverse stock split |
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On September 20, 2013, the Company executed a Fifty Thousand to One (50,000:1) reverse stock split of issued and outstanding shares of its Common Stock. As part of the reverse, the total authorized shares of Common Stock were reduced to 500,000,000 shares. The Company accounted for the reverse stock split retrospectively and is presented accordingly in the Company’s financial statements. |
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Common Stock |
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The Certificate of Incorporation, as amended, authorizes the Company to issue up to 500,000,000 shares of Common Stock ($0.0001 par value). As of August 31, 2014, there are 51,346,461 shares of our Common Stock issued and outstanding compared to 78,284 on August 31, 2014. All outstanding shares of Common Stock are of the same class and have equal rights and attributes. Holders of our Common Stock are entitled to one vote per share on matters to be voted on by shareholders and also are entitled to receive such dividends, if any, as may be declared from time to time by our Board of Directors in its discretion out of funds legally available therefore. |
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Series A Preferred |
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The Series A Preferred Stock consist of 5,000,000 authorized and 4,000,000 are issued and outstanding as of the date of this filing. There were 4,000,000 shares outstanding as of August 31, 2013. |
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The Series A Preferred has the following terms and rights: |
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Dividend: No dividend rights |
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Ranks: Ranks superior to the Company’s Common Stock as to distributions of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, including the payment of dividends. |
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Conversion Provisions. Each Series A Preferred Share cannot be converted into Common Shares, unless it is approved by the Board of Directors and agreed upon by the Series A Preferred Shareholders. |
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Voting Rights. Except as otherwise required by law, each Series A Preferred Share shall have voting rights and shall carry a voting weight equal to two thousand five hundred (2,500) Common Shares. Except as otherwise required by law or by these Articles, the holders of shares of Common Stock and Preferred Stock shall vote together. |
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Series B Preferred Stock |
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On September 20, 2012, the Company approved of the issuance of Series B Preferred Stock to its Common Stock shareholders. Each common stock shareholders, prior to the reverse stock split, received one share of Series B Preferred Stock for each 2,500 common stock shares owned. As a result 1,565,696 of Series B Preferred Stocks were issued for a total fair value of $1,566. The stock dividend is considered an equity transaction due to all shareholders participating in the issuance. |
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The Series B Preferred Stock consists of 2,000,000 authorized and 1,565,696 are issued and outstanding as of the date of this filing. The Series B Preferred has the following terms and rights: |
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Dividend: No dividend rights |
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Ranks: All shares of Preferred Stock shall rank superior with all of the Corporation's Common Stock, $.0001 par value (the "Common Stock"), now or hereafter issued, as to distributions of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, including the payment of dividends. |
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Conversion Provisions. |
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(a) The company may convert, at any time by an affirmative vote of the Board of Directors, the shares of the Series B Preferred Stock into Common Stock equal to a rate equal to $1.00 divided by the closing price of the Company’s Common Stock as listed by OTC Markets (“Market Value”) for the date the conversion was approved by the Board of Directors. If no closing price is available, then the Market Value shall be assumed to be $1.00 per common share. Any fractional share shall be rounded up to the nearest share. |
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(b) Each share of the Series B Preferred Stock, unless previously converted, will automatically convert on August 31, 2018 (the “mandatory conversion date”), into a number of shares of common stock equal to a rate equal to $1.00 divided by the closing price of the Company’s Common Stock as listed by OTC Markets (“Market Value”) for the date the conversion was approved by the Board of Directors. If no closing price is available, then the Market Value shall be assumed to be $1.00 per common share. Any fractional share shall be rounded up to the nearest share. |
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Voting Rights. The holders of the mandatory convertible preferred stock do not have voting rights other than those specifically required by Nevada law. |
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Series C Preferred Stock |
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On April 16, 2014, the Company approved of the issuance of Series C Preferred Stock to its Common Stock shareholders. Each common stock shareholders received one share of Series B Preferred Stock for each 3,500 common stock shares owned. As a result 13,797 of Series B Preferred Stocks were issued for a total fair value of $1. The stock dividend is considered an equity transaction due to all shareholders participating in the issuance. |
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The Series C Preferred Stock consists of 15,000,000 authorized and 113,797 are issued and outstanding as of the date of this filing. The Series C Preferred has the following terms and rights: |
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Rank. All shares of Preferred Stock shall rank superior with all of the Corporation's Common Stock, no par value (the "Common Stock"), now or hereafter issued, as to distributions of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, including the payment of dividends. |
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Dividends. No dividend shall be declared or paid on the Preferred Stock unless approved and declared by the Board of Directors. |
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No Liquidation Preference. In the event of any voluntary or involuntary liquidation, dissolution, or winding-up of the Corporation, the Series C Preferred shares shall have no priority on liquidation superior to that of the other Preferred Stock. The Series C Preferred shareholders will be entitled to preferential amounts paid in to the Corporation and be paid in full, for funds paid for the Series C Preferred Shares, if sufficient funds exist . The holders of shares of other series of Preferred Stock shall be entitled to participate with the Common Stock in all of the remaining assets of the Corporation available for distribution to its stockholders, ratably with the holders of Common Stock in proportion to the number of shares of Common Stock held by them, assuming for each holder of Preferred Stock on the record date for such distribution that each holder was the holder of record of the number (including any fraction) of shares of Common Stock into which the shares of Preferred Stock then held by such holder are then convertible. A liquidation, dissolution, or winding-up of the Corporation, as such terms are used in this Section 5, shall not be deemed to be occasioned by or to include any merger of the Corporation with or into one or more corporations or other entities, any acquisition or exchange of the outstanding shares of one or more classes or series of the Corporation, or any sale, lease, exchange, or other disposition of all or a part of the assets of the Corporation. |
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Voting Rights. The holders of the preferred stock do not have voting rights other than those specifically required by Nevada law. |
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No Redemption. The shares of Preferred Stock are not redeemable, unless approved by the Board of Directors and agreed upon by the Series C Preferred Shareholders. |
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Dividends |
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During the Fiscal Year ending August 31, 2014, the Company declared $27,824 in dividends. As of August 31, 2014, the company paid $8,005 and has accrued $19,819 in dividends. |