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STOCKHOLDERS' EQUITY
12 Months Ended
Aug. 31, 2013
Equity [Abstract]  
STOCKHOLDERS' EQUITY

NOTE 7 - STOCKHOLDERS' EQUITY

 

Preferred Stock

 

The Company is authorized to issue 100,000,000 shares of preferred stock with a par value of $0.001 per share.  The Company's preferred stock may be divided into such series as may be established by the Board of Directors. The Board of Directors may fix and determine the relative rights and preferences of the shares of any series established. On July 18, 2013, EVG declared a 15-for-1 reverse split for all of its common and preferred stock.  All references in the accompanying unaudited condensed consolidated financial statements and notes thereto to the number of shares outstanding and per-share amounts have been retroactively restated to reflect this stock split.

 

Series A Cumulative Convertible Preferred Stock ("Series A")

 

In August, 2011, the Company designated 4,000,000 shares of authorized preferred stock as Series A Redeemable Convertible Preferred stock ("Series A").

 

As per the subscription agreement for 5,000 preferred stock Series A issued, each Series A shares will be converted into one share of the Company's common stock and one share of Raptor Technology Group, Inc.

 

As of May 31, 2013 and August 31, 2012, there were 5,000 Series A Cumulative Convertible Preferred Stock issued and outstanding.

 

Series B Cumulative Convertible Preferred Stock ("Series B")

 

In September 2011, the Company designated 6,120,800 shares as Series B Cumulative Convertible Preferred stock.

 

During the year ended August 31, 2012, the Company issued 1,333 shares of its Series B Redeemable Convertible Preferred stock in exchange for proceeds of $50,000, valued at $37.51 per share.

 

As of August 31, 2013 and 2012, there were 1,333 Series B Cumulative Preferred Stock issued and outstanding.

 

Common stock

 

The Company is authorized to issue 50,000,000 shares of $0.001 par value common stock as of May 31, 2013.  As of May 31, 2013 and August 31, 2012, 2,636,170 and 2,373,789 shares of the Company's common stock were issued and 563,170 and 300,789 shares of the Company's common stock were outstanding, respectively.

 

On May 25, 2012 the shareholders and the board of directors of the Company approved a one (1) share for every forty (40) share reverse stock split.  The reverse stock split had a record date of May 29, 2012 and an effective date of July 11, 2012.  On July 18, 2013, EVG declared a 15-for-1 reverse split for all of its common and preferred stock.  All per share amounts in these unaudited condensed consolidated financial statements and accompanying notes have been retroactively adjusted to the earliest period presented for the effect of this reverse stock split.

 

In May 2011, in connection with entering a joint venture, the Company issued an aggregate of 8,333 shares of its common stock in exchange for services rendered with a fair value of $100,000.

 

 

ECO VENTURES GROUP, INC.

 (formerly Modern Renewable Technologies, Inc.)

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2013

In May 2011, in connection with the reverse merger transaction, the Company issued an aggregate of 3,753 shares of its common stock in exchange for old notes payable of $349,726.

 

In May, 2011, in connection with the reverse merger transaction, the Company issued an aggregate of 6,333 shares of its common stock in exchange for two officers' compensation with a fair value of $76,000.

 

In May, 2011, in connection with the reverse merger transaction, the Company issued an aggregate of 87,833 shares of its common stock in exchange for 467 shares or 70% interest of Eco Ventures - Florida (See Note 1 above).

 

On November 23, 2011, the Company issued, but held in escrow, 6,333 shares of its common stock pursuant to officer's employment agreements at par value. 

 

On November 23, 2011, the Company issued 83 shares of its common stock in exchange for officer's compensation with a fair value of $4,500, valued at $54 per share.

 

On January 27, 2012, the Company issued 1,333 shares of its common stock in exchange for notes payable in the amount of $32,000, valued at $24 per share.

 

On February 21, 2012, the Company issued 2,846 shares of its common stock in exchange for a note payable in the amount of $68,737 valued at $24 per share (post-split).

 

On February 26, 2012, the Company issued 1,333 shares of its common stock in exchange for notes payable in the amount of $32,000, valued at $24 per share.

 

On March 23, 2012, the Company issued 6,683 shares of its common stock in exchange for a note payable in the amount of $160,387, valued at $24 per share.

 

On April 18, 2012, the Company issued 750 shares of its common stock as employee compensation in the amount of $9,000 valued at the closing stock price of $12. 

 

On July 23, 2012, the Company issued, but held in escrow 2,066,667 shares of its common stock.

 

On August 1, 2012, the Company issued 106,667 shares of its common stock in exchange for a note payable and accrued interest in the amount of $64,000, valued at $6.75 per share. The Company recorded a loss on settlement of debt of $656,000 during the year ended August 31, 2012.

 

On August 8, 2012, the Company issued 417 shares of its common stock in exchange services rendered in the amount of $6,250 valued at $15 per share.

 

On August 22, 2012, Company received subscription money of $50,000 for 6,667 shares of restricted common stock, valued at $7.50 per share. On November 1, 2012 the Company issued the 6,667 shares of its authorized but unissued capital in restricted common stock.

 

On August 22, 2012, the Company issued 50,000 shares of its common stock in exchange for services rendered in the amount of $530,000 valued at $10.50 - $12 per share.

 

On October 4, 2012, the Company issued 106,667 shares of its authorized but unissued capital in restricted common stock. This was in consideration for services rendered during the fourth quarter ended August 31, 2012. The Company charged to operation as stock based compensation during the year ended August 31, 2012, fair value of 106,667 common stock of $480,000 valued at $4.50 per share.

 

 

ECO VENTURES GROUP, INC.

 (formerly Modern Renewable Technologies, Inc.)

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2013


 

In addition, in consideration for services rendered in August 2012 by Mark Cox, the Company will subsequently issue 8,333 shares of its common stock and charged to operation as stock based compensation of $122,500 valued at $14.70 per share during the year ended August 31, 2012. As of the date of filing of this report, the shares are not issued.

 

On November 1, 2012 and November 21, 2012 the Company issued a total of 2,857 shares of its authorized but unissued capital in restricted common stock. This was in consideration for Mr. Schneider purchasing the shares at a price of $5.25 per share through a subscription agreement.

 

On November 1, 2012 and November 21, 2012 the Company issued a total of 2,857 shares of its authorized but unissued capital in restricted common stock. This was in consideration for Mr. Bhatia purchasing the shares at a price of $5.25 per share through a subscription agreement.

 

On November 21, 2012, the Company issued 16,667 shares of its authorized but unissued capital in restricted common stock.  This was in consideration for services rendered and was valued at $3.45, closing market price on November 21, 2012.

 

As discussed in Note 5, the Company issued 26,667 shares of its common stock to an unrelated third party as additional consideration for a $100,000 loan. The shares were valued at $2.40, the closing market price on December 12, 2012. Furthermore, under the terms of the loan, the Company issued 100,000 shares of its common stock in escrow as collateral against the loan.  The loan was not  repaid by its March 12, 2013 due date, and the 100,000 common shares were released from escrow and valued at $60,000 ($0.60 per share) in full settlement of the $100,000 loan and related $25,000 accrued interest (See Note 5). Accordingly, the Company recorded a gain on settlement of debt of $65,000 during the year ended August 31, 2013.

 

In addition, as per employment agreement with Mark Cox, upon completion of 60 days review period, the Company will subsequently issue 8,333 shares of its common stock and charged to operation as stock based compensation of $37,500 valued at $4.50 per share during the year ended August 31, 2013. As of the date of filing of this report, the shares are not issued.

 

Under Mr. Cox' employment agreement, the Company is required to issue him 3,333 shares per month commencing in December 2012. The Company charged $ $25,862 to operations as compensation for during the year ended August 31, 2013.. Compensation is valued based upon the average monthly closing price of the underlying shares earned. The Company will issue 20,000 shares and offset the compensation expense against additional paid-in capital. As of the date of filing of this report, the shares are not issued.

 

As a condition to Mutual Release Agreement with Paul Smith, ex-President and Chief Financial Officer of the Company, dated September 10, 2012 the Company will subsequently issue 20,000 restricted shares and charged to operation as stock based compensation of $165,000 valued at $8.25 per share during the quarter ended November 30, 2012. Also, the remaining 2,111 restricted stock were vested immediately on the date of agreement which will be issued subsequently and charged to operation as stock based compensation of $17,422 valued at $8.25 per share during the year ended August 31, 2013.. As of the date of filing of this report, the shares are not issued.

 

As per employment agreement, the Company charged to operation as a stock based compensation of $2,143 fair value of 791of shares of its restricted stock to Randall Lanham, the Chief Executive Officer of the Company, for the year ended August 31, 2013.

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