Capital Stock, Disclosure | NOTE 12 - CAPITAL STOCK The Company is authorized to issue an aggregate of 200,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued. At July 31, 2017 and July 31, 2016, the Company had 26,287,500 and 26,287,500 common shares issued and outstanding, respectively. On March 2, 2015, the Company entered into a Business Acquisition Agreement and share exchange under which the Company acquired the business and assets of Grasshopper Colorado in exchange for $10,651, which was represented by 250,000 shares of common stock in exchange for 100% of the Grasshopper Colorados common shares. The acquisition resulted in a change in management control, therefore, the investment in the subsidiary value has been eliminated. Shares Issued for Services: On June 12, 2015, the Company's Board of Directors approved the issuance of 3,175,000 shares of common stock to various employees and consultants. The fair market value of the shares was $1,301,750 at the date of grant, of which $322,534 was recognized as an expense in the year ended July 31, 2015. The remaining balance of $979,216 was recorded to additional paid in capital and is being amortized over the life of the employment agreements (15 - 18 months). The Company recorded $58,083 and $921,133, of consulting expense related to this agreement for the years ended July 31, 2017 and July 31, 2016, respectively. On August 3, 2015, the Company entered into a one-year consulting agreement with Acorn Management Partners, LLC. Under the terms of the agreement, the Company paid compensation of $12,500 for the first month and $10,000 a month thereafter and issued 375,000 shares of the Companys common stock on August 24, 2015 valued at $146,213. In addition, as per the agreement, the Company was to issue $75,000 in common stock to be priced at the closing bid price of the last trading day of the previous period during both the third and fourth three-month period. This agreement was terminated on December 3, 2015 and as a result, the additional $150,000 in common stock will not be issued. As of the date of termination, the Company had paid Acorn Management an aggregate total of $36,500. The remaining $6,000 due to Acorn was satisfied through the issuance of warrants as per the agreement dated March 29, 2016 (see below). On January 15, 2016, the Company entered into a three-year consulting and advisory agreement with Platinum Equity Advisors, LLC, a related party. Compensation consists of a monthly retainer fee of $20,000. In addition, for services rendered through January 15, 2016, the Company issued on February 15, 2016, 8,000,000 shares of the Companys common stock at a value of $0.35 per share or $2,788,000. The first months retainer was offset by $8,000 for the shares issued, resulting in a reduction of accounts payable and the remainder will be amortized over the life of the agreement. For the year ended July 31, 2016, the Company recorded amortization of $503,389 in consulting expense related to this agreement. For the year ended July 31, 2017, the Company recorded an additional $929,333 in consulting expense related to this agreement resulting in an unamortized portion amounting to $1,355,278. Warrants: On October 28, 2015, the Company entered into a one-year consulting agreement with Caro Capital LLC. Under the terms of the agreement, the Company made a commitment of $2,500 per month for nine months, until the Company closed on financing. As the agreement terminated on February 18, 2016 and no financing was raised, the Company does not owe the consultant any cash compensation and therefore no accrual is shown on the balance sheet. According to the terms of the agreement, upon execution the Company is to issue 200,000 warrants for share of the Companys common stock at an exercise price of 0.001 per share for a total purchase price of $200. In addition, the Company is to issue, and the consultant is to purchase, 200,000 additional warrants per quarter (up to 800,000 warrants in total). As of January 31, 2016 the Company has issued 400,000 warrants and recorded $127,609 in consulting fees related to the fair value of the warrants. On February 10, 2016, the Company terminated the agreement dated October 28, 2015 with Caro Capital LLC. As a result of the termination of the agreement, the 400,000 warrants were cancelled. On February 10, 2016, 400,000 shares of common stock with a market value of $0.32 per share or $128,000 were issued by the Company as compensation for four months of service. On March 29, 2016, the Company agreed to issue 6,000,000 warrants to purchase shares of the Companys common stock as satisfaction of $6,000 in compensation that was owed to Acorn Management Partners, LLC. The warrants have an exercise price of $0.01 and expire ten years from the date of issuance. The warrants were valued using the Black-Scholes option-pricing model and a fair value of approximately $3,200,000 was expensed. The fair value of the warrants issued and the significant assumptions used to determine those fair values, using a Black-Scholes option-pricing model are as follows: July 31, 2017 July 31, 2016 Volatility -- 189% - 208% Expected remaining term (in years) -- 1.00 - 10.00 Risk-free interest rate -- 0.33% - 1.81% Expected dividend yield -- None A summary of the Companys warrant activity during the years ended July 31, 2017 ad 2016 is presented below: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Shares Price Term Value Balance Outstanding, July 31, 2015 -- $ -- -- $ -- Granted 6,800,000 0.01 9.67 -- Forfeited (800,000) -- -- -- Exercised -- -- -- -- Expired -- -- -- -- Balance Outstanding, July 31, 2016 6,000,000 $ 0.01 9.67 $ 1,860,000 Granted -- -- -- -- Forfeited -- -- -- -- Exercised -- -- -- -- Expired -- -- -- -- Balance Outstanding, July 31, 2017 6,000,000 $ 0.01 8.67 $ 2,040,000 Exercisable, July 31, 2017 6,000,000 $ 0.01 8.67 $ 2,040,000 As of July 31, 2017, there are no options outstanding to acquire any additional shares of common stock of the Company. |