5. Capital Stock

3 Months Ended

Aug. 31, 2012

Equity [Abstract]

5. Capital Stock

All of the following private placements of Company securities were conducted under the exemption from registration as provided under Section 4(2) of the Securities Act of 1933 (and also qualified for exemption under 4(5), formerly 4(6) of the Securities Act of 1933, as noted below). All of the shares issued were issued in private placements not involving a public offering, are considered to be "restricted stock" as defined in Rule 144 promulgated under the Securities Act of 1933 and stock certificates issued with respect thereto bear legends to that effect.

On January 16, 2012, the Company issued 33,237 shares of restricted common stock at in accordance with the Restricted Stock Award Agreement dated June 15, 2011 at $0.361 per share for a total value of $12,000 to Mark Scott, our CFO, related to his June 15, 2011 Consulting Agreement. The shares do not have registration rights. A notice filing under Regulation D was filed with the SEC on January 24, 2012 with regard to this stock issuance.

On April 19, 2012, Coventry converted $605,000 of Convertible Demand Promissory Notes and accrued interest of $32,440 into 2,549,760 shares of restricted common stock at $.25 per share. The shares do not have registration rights. A notice filing under Regulation D was filed with the SEC on June 7, 2012 with regard to these stock issuances.

On April 30, 2012, the Company issued 2,000,000 shares of restricted common stock to First Majestic which were valued at $0.20 per share or $400,000. The shares do not have registration rights. A notice filing under Regulation D was filed with the SEC on June 7, 2012 with regard to this stock issuance.

On April 30, 2012, the Company issued 3,700,000 shares of restricted common stock valued at $0.20 per share for $740,000. The shares do not have registration rights. A notice filing under Regulation D was filed with the SEC on June 7, 2012 with regard to this stock issuance.

On April 30, 2012, the Company cancelled 13,500,000 shares of common stock returned by Robbie Manis, an existing shareholder.

On April 30, 2012, the Company issued 37,285 shares of restricted common stock at $0.282 per share for a total value of $10,500 related to Mr. Scott's June 15, 2011 Consulting Agreement. The shares do not have registration rights. A notice filing under Regulation D was filed with the SEC on June 7, 2012 with regard to this stock issuance.

A summary of the warrants issued as of August 31, 2012 was as follows:

	August 31, 2012
			Weighted
			Average
			Exercise
	Shares		Price
Outstanding at November 30, 2011		1,000,000	$	0.350
Issued		-		-
Outstanding at August 31, 2012		1,000,000	$	0.350
Exercisable at end of period		1,000,000

A summary of the status of the warrants outstanding as of August 31, 2012 was as follows:

		August 31, 2012
		Weighted		Weighted				Weighted
		Average		Average				Average
Number of		Remaining		Exercise		Shares		Exercise
Warrants		Life		Price		Exerciseable		Price
	1,000,000		1.83	$	0.350		1,000,000	$	0.350

At August 31, 2012, vested warrants of 1,000,000 had an aggregate intrinsic value of $160,000.