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Securities Transactions
6 Months Ended
Apr. 30, 2012
Securities Financing Transactions [Abstract]  
Securities Transactions

 

9.   Securities Transactions

 

On November 30, 2011, at the annual meeting of stockholders, the stockholders of the Company approved a proposal to amend the Company’s Articles of Incorporation to increase the total number of authorized shares from 500,000,000 to 2,500,000,000.

 

Common Stock issued to Officers and Directors

 

During the six months ended April 30, 2012, pursuant to his compensation arrangement, the Company issued 250,000 shares of common stock to its Chief Executive Officer, Michael W. Brennan, at prices ranging from $0.0035 to $0.0065 per share. The aggregate fair market value of the shares was determined to be $1,279.

 

During February 2012, the Company’s then Chief Executive, Michael Brennan, and the Company’s current Chief Financial Officer, Victor Hollander, each converted $100,000 in accrued fees for services rendered in exchange for the issuance of fifty (50) million shares of common stock. The shares were issued at a conversion price of $0.002 per share.

 

On February 2, 2012, the Company issued 3,571,429 shares of common stock Jeffrey Nunez, who was appointed Chairman of the Board and Chief Executive Officer of the Company on April 20, 2012. The shares were issued to Mr. Nunez in payment of $25,000 in accrued consulting fees at a conversion price was $0.007 per share. Mr. Nunez also received twenty million shares of common stock, valued at $78,300, on April 1, 2012 in connection with a consulting agreement entered into with the Company.

 

Common Stock Issued in Private Placement Transactions

 

Between November 1, 2011 and April 30, 2012, Dutchess Opportunity Fund purchased 30,830,204 shares of common stock in three separate transactions at prices ranging from $0.003 to $0.0056 per share under the terms of the May 4, 2010 Securities Purchase Agreement. Net of $22,414 in fees and expenses, the Company received proceeds of $99,739 as of April 30, 2012.

 

During February and March 2012, an unaffiliated stockholder purchased a total of 71,619,192 shares of common stock in private transactions at prices ranging from $0.0015 to $0.003 per share. The purchaser also received a three-year option to purchase 40,000,000 shares of common stock at $0.002 per share if purchased within the first year; $0.005 per share if purchased during the second year; and $0.01 per share if purchased during the third year. The Company received a total of $151,661 in proceeds from the sale of shares of common stock.

 

Common Stock Issued in Cancellation of Debt

 

Between November 10, 2011 and April 11, 2012, the Company issued 151,976,341 shares of common stock to Asher Enterprises, Inc. upon conversion of $240,000 in convertible notes, plus $6,300 in accrued interest thereon, at prices ranging from $0.0011 to $0.003 per share.

 

On February 1, 2012, the holder of a $50,000 convertible note converted the principal balance of such note into twenty five (25) million shares of common stock at $0.002 per share.

 

On February 2, 2012, the Company issued its legal counsel a total of 4,200,000 shares of common stock in payment for $12,500 in legal services rendered for $0.003 per share.

 

On April 30, 2012, the Company issued 23,517,500 shares of common stock to Gregg J. Newhuis, who was appointed to the Board of Directors on May 7, 2012. The shares were issued, at $0.002 per share, upon conversion of a $37,500 principal loan made to the Company in fiscal 2010, plus $9,535 in interest accrued on the loan.

 

On April 30, 2012, the Company issued 14,250,000 shares of common stock, at $0.004 per share, to a consultant in payment of $57,000 in services rendered.

 

On April 30, 2012, the Company’s Chief Financial Officer, Victor Hollander, converted a total of $350,000 in principal notes, interest, fees and expenses into one hundred million shares of common stock at $0.0035 per share.

 

Common Stock Issued for Loan

 

On February 1, 2012, the Company issued 600,000 shares of common stock at $0.005 per share as partial consideration for a $30,000 loan.