Note 6 - Stockholders' Equity

3 Months Ended

May 31, 2012

Note 6 - Stockholders' Equity

Note 6 - Stockholders' Equity

NOTE 6 – 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.

   

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 of May 31, 2012, there were 75,000 shares of Series A issued and outstanding.

As per the subscription agreement for 75,000 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.

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.  As of May 31, 2012, there were 20,000 shares of Series B issued and outstanding.

During the nine months ended May 31, 2012, the Company issued 20,000 shares of its Series B Redeemable Convertible Preferred stock in exchange for proceeds of $50,000, valued at $2.50 per share.

Subsequent to one (1) year from the date of issuance, each share of Series B Preferred Stock shall be convertible at the option of the holder thereof (except as prohibited by law), in full or in part, into one point nine two (1.92) shares of fully paid and non assessable shares of common stock of the Company provided.

Common stock

The Company is authorized to issue 750,000,000 shares of $0.001 par value common stock as of May 31, 2012.  As of May 31, 2012, 2,250,591 shares of the Company's common stock were issued and 2,155,591 shares of the Company's common stock were outstanding.

On May 25, 2012 the shareholders and the board of directors of the Company approved a one (1) share for every forty (40) share of reverse stock split.  The reverse stock split had a record date of May 29, 2012 and an effective date of July 11, 2012.  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.

On November 23, 2011, the Company issued, but held in escrow, 95,000 shares of its common stock pursuant to officer's employment agreements at par value. 

On November 23, 2011, the Company issued 1,250 shares of its common stock in exchange for officer's compensation with a fair value of $4,500, valued at $3.60 per share.

On January 27, 2012, the Company issued 20,000 shares of its common stock in exchange for notes payable in the amount of $32,000, valued at $1.60 per share.

On February 21, 2012, the company issued 42,691 shares of its common stock in exchange for a note payable in the amount of $68,737 valued at $1.60 per share.

On February 26, 2012, the Company issued 20,000 shares of its common stock in exchange for notes payable in the amount of $32,000, valued at $1.60 per share.

On March 23, 2012, the company issued 100,242 shares of its common stock in exchange for a note payable in the amount of $160,387, valued at $1.60 per share.

On April 18, 2012, the Company issued 11,250 shares of its common stock as employee compensation in the amount of $9,000 valued at the closing stock price of $0.80.