3 STOCKHOLDERS EQUITY
authorized capital stock consists of 100,000,000 shares of common stock, $0.001 par value per share, and 15,000,000 shares of
preferred stock, par value $0.001 per share. As of November 30, 2012 and August 31, 2012, there are 6,821,000 and 6,671,000
shares of common stock issued and outstanding, respectively and zero shares of preferred stock issued and outstanding, respectively.
holders of our Common Stock are entitled to one vote for each share held of record on all matters to be voted on by stockholders.
There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of
the shares voting for the election of directors can elect all of the directors then up for election. The holders of our Common
Stock are entitled to receive dividends when, as and if declared by the Board of Directors out of funds legally available therefore.
In the event of liquidation, dissolution or winding up of the Company, the holders of Common Stock are entitled to share ratably
in all assets remaining which are available for distribution to them after payment of liabilities and after provision has been
made for each class of stock, if any, having preference over the Common Stock. Holders of shares of our Common Stock, as such,
have no conversion, preemptive or other subscription rights, and there are no redemption provisions applicable to the Common Stock.
All of the outstanding shares of Common Stock are fully paid and non-assessable.
the three month period ended November 30, 2012, the Company sold 150,000 shares of Common Stock to a private investor at $0.02
per share, for a total of $3,000
board of directors has the authority, without stockholder approval, to issue up to 15,000,000 shares of preferred stock, $.001
par value. 500,000 shares of our Preferred Stock have been designated as Series A Convertible Preferred Stock. The balance of
our 14,500,000 shares of authorized preferred stock may be issued by the Board of Directors in one or more series and with the
rights, privileges and limitations of the preferred stock determined by the Board of Directors. The rights, preferences, powers
and limitations on different series of preferred stock may differ with respect to dividend rates, amounts payable on liquidation,
voting rights, conversion rights, redemption provisions, sinking fund provisions, and other matters.