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Stockholders’ Deficit
12 Months Ended
Feb. 28, 2019
Stockholders' Equity Note [Abstract]  
STOCKHOLDERS’ DEFICIT

NOTE 9 – STOCKHOLDERS' DEFICIT

 

Common Stock

 

At February 28, 2019 and February 28, 2018, we had 150,000,000 shares of $0.0001 par value common stock authorized for issuance. During the year ended February 28, 2019 the Company issued:

 

2,814,063 shares of common stock for $900,500,

 

5,108,291 shares of common stock in settlement valued at $1,992,250,

 

2,256,444 shares of common stock for prior year stock to be issued valued at $2,280,964,

 

1,312,500 shares of common stock for debt settlement of $420,000, and

 

218,750 shares of common stock in settlement of $108,430 of accounts payable.

 

During the year ended February 28, 2018 the Company issued:

 

1,428,572 shares of common stock for $2,000,000,

 

19,963,767 shares of common stock in settlement valued at $18,469,574,

 

928,572 shares of common stock for services valued at $885,000 at the market value on the issuance dates

 

2,653,061 shares of common stock for a subscription receivable of $1,300,000, and

 

178,571 shares of common stock in settlement of $175,000 of accounts payable.

 

Subscription receivable at February 28, 2018, consisted of a $1.3 million receivable for 2,653,061 shares of the Company's common stock from a greater than 20% shareholder, Elimelech Lowy. Per the terms of the settlement agreement with Mr. Lowy, as soon as the Company shareholders approved the -1-for-7 reverse stock split and elected a new Board of Directors, Mr. Lowy was to provide the Company with the additional $1.3 million. The shareholders approved the reverse split and elected a new Board of Directors on January 11, 2018. While the terms of the agreement called for Mr, Lowy to provide the Company with the $1.3 million by February 28, 2018, the first payment was not received until April 27, 2018, and the balance was not paid until December 2018. During fiscal 2019 the company received $1,225,000 in cash from Mr. Lowy with the balance of $75,000 being applied through the assumption of the B&H note by Yakov Lowy, a relative of Elimelech Lowy. While Mr. Lowy was in default of the agreement, no action was taken by the Company. The Company issued to Mr. Lowy 2,653,061 shares of common stock on February 28, 2019.

 

In February 2018, the Company failed to issue approximately 2.3 million shares of stock contractually owed to BetterSea, LLC ("BetterSea"), which is wholly owned by Mr. Zvi "Harry" Kurtzman. Mr. Kurtzman then proceeded to sue the Company for failing to issue the required stock to BetterSea LLC. The required stock was then issued in the name of Zvi Kurtzman on August 15, 2018, along with an additional 5,108,291 shares (approximately 12% of the then outstanding shares of the Company) for not having issued the shares quickly enough and for the fact that the price of the stock had decreased.

 

Employee Stock Options

 

The 2006 Employee Stock Option Plan

 

In September 2006, our Board of Directors adopted the 2006 Employee Stock Option Plan, subject to shareholder approval, which was obtained at a special shareholders meeting in 2009. Under the 2006 Plan, the Company may grant options for up to the greater of Three Million (3,000,000) or 10% of the number of shares of the Common Stock of Aura from time to time outstanding. The shares of Common Stock available under the 2006 Plan was increased to the greater of Ten Million shares (10,000,000) or 15% of the number of shares of Common Stock of Aura from time to time outstanding at the October 2011 shareholders meeting. The exercise price of each option shall be at least equal to the fair market value of such shares on the date of grant. The term of the options may not be greater than ten years, and they typically vest over a three-year period. The plan expired in 2016 and no options have been issued since that time.

 

The 2011 Director and Executive Officers Stock Option Plan

 

In October 2011 shareholders approved the 2011 Director and Executive Officers Stock Option Plan at the Company's annual meeting. Under the 2011 Plan, the Company may grant options for up to 15% of the number of shares of Common Stock of the Company from time to time outstanding. Pursuant to this plan, the Board or a committee of the Board may grant an option to any person who is elected or appointed a director or executive officer of the Company. The exercise price of each option shall be at least equal to the fair market value of such shares on the date of grant. The term of the options may not be greater than five years. The plan will expire in 2021.

 

Activity in the plans is as follows:

 

   2006 Plan 
   Weighted-
Average
Exercise
Price
   Aggregate
Intrinsic
Value
   Number of
Options
 
Outstanding, February 28, 2018  $1.40   $0.00    1,032,000 
Cancelled  $1.40    -    (94,751)
Granted   -    -    - 
Outstanding, February 28, 2019  $1.40   $0.00    937,429 

 

The exercise prices for the options outstanding at February 28, 2019, and information relating to these options is as follows:

 

Options Outstanding   Exercisable Options
Range of Exercise Price   Number     Weighted
Average
Remaining
Life
    Weighted
Average
Exercise
Price
    Weighted
Average
Remaining
Life
  Number     Weighted
Average
Exercise
Price
 
$1.40     937,429       1.00 year     $ 1.40     1.00 year     937,429     $ 1.40  

  

Warrants

 

Activity in issued and outstanding warrants is as follows:

 

   Number of Shares   Exercise Prices 
Outstanding, February 28, 2018   8,743,505   $0.70-$1.40 
Granted   767,857   $1.40 
Exercised   -    - 
Cancelled          
Outstanding, February 28, 2019   9,511,362   $0.70-$1.40 

 

The exercise prices for the warrants outstanding at February 28, 2019, and information relating to these warrants is as follows:

 

Range of Exercise
Prices
  Stock Warrants
Outstanding
    Stock Warrants
Exercisable
    Weighted-
Average
Remaining
Contractual
Life
  Weighted-
Average
Exercise
Price of
Warrants
Outstanding
    Weighted-
Average
Exercise
Price of
Warrants
Exercisable
    Intrinsic
Value
 
$ 1.40     767,857       767,857     49 months   $ 1.40     $ 1.40     $ 0.00  
$ 1.40     5,154,646       5,154,646     48 months   $ 1.40     $ 1.40     $ 0.00  
$ 0.70-$1.40     2,783,002       2,783,002     25 months   $ 1.20     $ 1.20     $ 0.00  
$ 1.40     154,666       154,666     24 months   $ 1.40     $ 1.40     $ 0.00  
$ 1.40     651,191       651,191     11 months   $ 1.40     $ 1.40     $ 0.00  
                                               
        9,511,362       9,511,362