CAPITAL STOCK | NOTE 7 CAPITAL STOCK Preferred Stock At July 31, 2015 we had 2,000,000 shares of preferred stock, $0.001 par value authorized (the Preferred Shares). We had no Preferred Shares outstanding at July 31, 2015. On On June 19, 2015, the Board of Directors designated 100,000 shares of its blank check preferred stock as Series A Preferred Stock, par value $0.001 per share. Each share of Series A Preferred Stock shall entitle the holder thereof to 10,000 votes on all matters submitted to a vote of the stockholders of the Company. The Certificate of Designation is filed as an exhibit to this Current Report on Form 8K and is incorporated herein by reference. Common Stock At July 31, 2015 we had 2,000,000,000 shares of common stock, $0.001 par value authorized (the Common Shares), with 924,862,512 Common Shares issued and outstanding. Common Stock Issuances During the Quarter Ended July 31, 2015 Shares Issued Fair Market Purpose 861,429,828 $ 682,569 Debt conversion 4,000,000 20,000 Pursuant to terms of consulting agreements 28,769,840 38,098 Warrant exercise 894,199,668 $ 740,667 Warrants to Purchase Common Stock of the Company We use the Black-Scholes-Merton option pricing model (Black-Scholes Model) to determine the fair value of Warrant(s). The Black-Scholes Model is an acceptable model in accordance with GAAP. Warrant Activity during the Quarter Ended July 31, 2015 On June 26, 2015, warrants issued were exercised as a cashless conversion for 28,769,841 shares, net of 6,944,444 that were surrendered as part of the cashless conversion. The remaining balance of shares eligible to be exercised is 61,085,658 Amendment to Articles of Incorporation On May 11, 2015, the Board of Directors and shareholders owning a majority of the shares outstanding of the Company approved an increase in its authorized shares of common stock. The Company filed a Certificate of Amendment to Certificate of Incorporation with the Nevada Secretary of State to increase its authorized shares of common stock from 200,000,000 to 1,000,000,000 shares, $0.001 par value per share. On June 19, 2015, the Board of Directors designated 100,000 shares of its blank check preferred stock as Series A Preferred Stock, par value $0.001 per share. Each share of Series A Preferred Stock shall entitle the holder thereof to 10,000 votes on all matters submitted to a vote of the stockholders of the Company. On June 25, 2015, the Board of Directors and a majority of the shareholders approved an increase in its authorized shares and filed a Certificate of Amendment to Certificate of Incorporation with the Nevada Secretary of State to increase its authorized capital to 2,002,000,000 shares including 2,000,000,000 shares of common stock, $0.001 par value per share, and 2,000,000 of preferred stock, $0.001 par value per share. Issuance of Series A Preferred Stock On June 23, 2015, the Board of Directors approved the issuance of 100,000 shares of Series A Preferred Stock to Joel Schneider, the Companys Chief Executive Office and President, for certain financial accommodations made to the Company including personal guarantees on loans and property leases. |