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7.Subsequent Events:
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3 Months Ended | ||
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Aug. 31, 2011
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| Subsequent Events [Text Block] |
Share
reverse split — On September 8, 2010, in the
second quarter of FY 2012 the Company reverse split its
shares at a rate of 8 to 1 resulting in total shares
outstanding changing from 38,579,925 to 4,822,491.
Proposed
Capital Raise — In October 2011 the Company
reinstated a Term Sheet originally signed in August, 2011
with a private capital source describing the provision of a
Financing Facility to the Company having a face value of $1.5
million; to be made available in $500,000 tranches in
exchange for purchasing the Company's stock under a proposed
S1 registration statement at 85% of the lowest daily volume
average share price over a five (5) trading day period once
the Company calls for the funding. The agreement would
remain in force for 24 months from the date of contemplated
execution.
While
this Term Sheet is not binding on either party, it signifies
a willingness by the capital group to create a Financing
Facility Agreement for the Company's consideration that
should be available for the Company's review and possible
approval/execution in early November 2011.
The
final facility, if approved and subsequently executed, the
Company will pay a document preparation fee to the funding
source of $10,000 as well as 50,000 shares (post reverse
split) of the Company's restricted stock in consideration of
the Facility's creation and funds availability. The
Company will also bear the cost of the creation, filing, and
acceptance of an S1 document related to this facility should
the Company approve and subsequently execute the Facility
Agreement
As
of this filing the Company is still in the process of
negotiating terms prior to formally entering into this
agreement.
Adoption
of audit, nominating, corporate governance charter,
reimbursement policy, organization and compensation
guideline — In a board meeting held October 2,
2011, the Company unanimously adopted the above mentioned
charters, policies and guidelines.
Additional
public registration — As of the date of this
filing the Company has filed an application with the
Committee on Uniform Security Identification Procedures
(CUSIP) to secure their registration number. They
have also completed the necessary filings with the Financial
Industry Regulator Authority (FINRA) and signed a contract
with a market maker to facilitate the trading of their stock
once cleared for trading.
Related
party transactions — The Company leases an
apartment in Shanghai for the usage of
Warren Wang, CEO and his family. As
disclosed in the preceding notes, the Company purchased the
outstanding stock held by the majority shareholder during the
first quarter of 2012. Additional information on
this transaction is disclosed at note 2.
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