9. Stockholders' Deficit
Class A Common Stock
During the nine months ended May 31, 2012, the Company converted debt and derecognized derivative liabilities totaling $1,565,654 into 6,849,983,646 shares of restricted Class A Common Stock.
During the nine months ended May 31, 2012, the Company issued 45,656,400 shares of restricted Class A Common Stock in partial satisfaction of costs associated with the King Solomon mining lease.
As of May 31, 2012, the Company is authorized to grant up to 16,610,800,000 shares under the 2008 Stock Compensation Plan (formerly the 2008 Employee Stock Compensation Plan), of which 9,376,215,733 have been issued as of May 31, 2012. During the nine months ended May 31, 2012, 8,495,645,100 shares of Class A Common Stock valued at $0.0001 to $0.0005 per share (the quoted market prices at the dates of the respective stock grants), were issued to employees and consultants for services rendered, which resulted in $790,129 being recorded as expense, $21,580 being recorded as prepaid expense, $353,658 recorded as a reduction in accounts payable and $682,560 as a reduction in accrued liabilities.
Class B Common Stock
In February 2009, the Company authorized a new series of common stock designated as Class B Common Stock with $0.001 Par Value. Class B Common Stock is not convertible, has no preference over Class A Common Stock and shares equally in dividends with Class A Common Stock. The total number of authorized Class B Common Stock is 500,000,000 shares, and each share of Class B common stock is entitled to 100 votes.
On February 27, 2009, the Company announced that the beneficial owners of Class A Common Stock as of that date will be issued one share of restricted Class B Common Stock and one restricted Class B warrant, ("Class B Securities") for every four shares of Class A common stock. The Class B warrants have a term of one year from date of issuance at an exercise price of $0.50 per share. The Class B Securities will be issued only to, and in the name of bona fide and verified beneficial owners of Class A common stock. In order for Series A common stockholders to receive Class B Securities, certain conditions must be met. As of May 31, 2012, 40,744,353 (out of a potential of 50,376,756) Class B Securities have been issued under this corporate action.
In September 2010, 449,623,244 shares of restricted Class B Common Stock were issued to the CEO and CFO in exchange for the CEO and CFO agreeing not to accept issuances of Class A Common Stock for a period of one year. The value attributable to this transaction was determined to be nominal.
Common Stock Transactions Subsequent to May 31, 2012
Subsequent to May 31, 2012, the Company issued no shares of its Class A Common Stock to employees, directors, consultants, and advisors for services under the 2008 Stock Compensation Plan (formerly the 2008 Employee Stock Compensation Plan), and 500,000,000 shares of restricted Class A Common Stock pursuant to the conversion of debt valued totaling $50,000.