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EQUITY
9 Months Ended
Nov. 30, 2012
Equity [Abstract]  
Note 3. EQUITY

During the nine months ended November 30, 2012, the Company sold 880,000 shares of common stock for total proceeds of $880,000, of which the Company received $880,000.

 

On May 22, 2012, the Company issued 100,000 shares to two consultants vesting over a period of ten years or upon the listing of the Company on a national exchange. The Company valued the shares for a total fair value of $100,000 on the grant date and has amortized the expense each quarter based upon the vested portion. As of November 30, 2012, the Company has recognized $5,259 in stock compensation expense.

 

May 2012 Private Placement

 

On May 1, 2012, we entered into a securities purchase agreement with certain institutional and accredited investors for the issuance and sale in a private placement consisting of, in the aggregate, (a) 880,000 shares of common stock, at a price per share of $1.00 and (b) four-year warrants to purchase up to 220,000 shares of common stock at an exercise price of $1.40 per share, expiring on May 1, 2016, for aggregate gross proceeds of $880,000 (the “May 2012 Private Placement”). As of November 30, 2012, we have closed on the full amount of $880,000.

 

In connection with the May 2012 Private Placement, we also entered into a registration rights agreement with the investors whereby we agreed to file a registration statement with the SEC to register for resale the shares of common stock and the shares of common stock underlying the warrants within 120 calendar days of the closing date, and to have the registration statement declared effective within 180 calendar days of the closing date or within 270 calendar days of the closing date in the event of a full review of the registration statement by the SEC.