Stockholders’ Equity

3 Months Ended

May 31, 2012

Equity [Abstract]

Stockholders’ Equity

NOTE 14 – STOCKHOLDERS’ EQUITY

In October, 2008, the Company amended its Articles of Incorporation to increase the authorized common stock from 10,000,000 to 100,000,000 shares, and changed the par value of the common stock from no par to $0.001 par value.   The Company also reverse split the outstanding shares of common stock at a ratio of 7.7 to 1, leaving a total of 150,079 shares of common stock issued and outstanding following the split.

During the period ended February 28, 2009, the Company issued 4,501,899 shares of our common stock at a price of $0.01 per share. The Company conducted the offering as a private placement, exempt from the registration requirements of the Securities Act of 1933 under Section 4(2) and/or Rule 506 of Regulation D there under.

During the year ended February 28, 2010 an additional 30,545 shares of common stock were issued for cash totaling $305. There was also a correction to the shares outstanding of 82 additional shares during the fiscal year ended February 28, 2010.

During the fiscal year ending February 28, 2011, the following share-related transactions occurred:

● 200,000 common shares were issued for consulting services. The shares were valued at $.01 per share, which in the opinion of management, approximates the value of the services rendered.

● 320,000 common shares were issued to an unrelated third party in payment of an accrued expense. The shares were valued at $82,381, representing the fair value of the accrued expense.

● 226,850 common shares were issued in exchange for $90,740 of shareholder loans. The shares were issued at $.40 per share.

● 3,192,150 common shares were issued to acquire assets with a total cost of $1,276,864. The shares were issued at $.40 per share.

● 648,150 common shares were sold to unrelated third parties in a private placement at $.40 per share for total proceeds of $259,260.

● 4,010,500 common shares were sold in a private placement at $1.00 per share for net proceeds of $3,611,949.

● 488,375 common shares were issued for consulting services to multiple providers. The shares were valued at various market prices ranging between $0.75 and $1.50 per share. The combined value of the shares totaled $451,988. Of the total value, $358,296 was expensed during the fiscal year end February 28, 2011.

● 1,614,186 common shares were sold to unrelated third parties in an ongoing private placement at $1.05 per share for net proceeds of $1,503,887.

During the fiscal year ending February 29, 2012, the following share-related transactions occurred:

● 3,277,637 common shares were sold to unrelated third parties in a private placement at $1.05 per share for net proceeds of $3,164,611.

● 304,721 common shares valued at $450,000 were issued to acquire assets.

● 466,310 common shares were sold to unrelated third parties in a private placement at an average of $1.02 per share for net proceeds of $474,000.

● 1,250,000 common shares were sold to unrelated third parties in a private placement at an average of $0.80 per share for net proceeds of $1,000,000.

● 625,000 common shares were sold to unrelated third parties in a private placement at an average of $0.40 per share for net proceeds of $250,000.

● 3,714,050 common shares were sold to unrelated third parties in a private placement at an average of $0.40 per share for net proceeds of $1,485,620.

● 479,880 common shares were issued for consulting services to multiple providers. The shares were valued at various market prices ranging between $0.49 and $1.05 per share. The combined value of the shares totaled $290,434. Of the total value, $168,454 was expensed during the year end February 29, 2012, and $121,980 was recorded as prepaid consulting and is being written off over the remaining terms of the contracts.

During the three months ended May 31, 2012, the following share-related transaction occurred:

609,973 common shares were issued for consulting services to multiple providers. The shares were valued at $.40-$0.45 per share. The combined value of the shares was $232,000. Of the total value, $64,330 was expensed during the period. 500,000 common shares were issued in March 2012 in connection with the extension of the due date of the related party factor loan to December 15, 2012. The shares were valued at $.45 per share and are being amortized over the term of the loan.

Total common shares issued and outstanding at May 31, 2012 were 26,610,387.