7. Stockholders' equity and warrants

12 Months Ended

Aug. 31, 2012

The Company's articles of incorporation provide for the authorization of five million (5,000,000) shares of preferred stock with par values of $0.001 and three hundred million (300,000,000) shares of common stock with par value of $0.001. Common stock holders have all the rights and obligations that normally pertain to stockholders of Nevada corporations. As of August 31, 2012 the Company had 92,641,961 million shares of common stock issued and outstanding. The Company has not issued any shares of preferred stock.

On November 25, 2008 the Company issued 25,000,000 shares of common stock ($0.001 par value) to the Company’s president/shareholder for services provided valued at $2,500.

On November 25, 2008 the Company issued 75,000,000 shares of common stock ($0.001 par value) to the Company’s president/shareholder for cash totaling $7,500.

In April 2009, the Company initiated a Private Placement for the sale of 40,000,000 shares of common stock to investors at $0.001 per share. As of August 31, 2009, all subscriptions have been received from 26 investors, raising $38,473 in proceeds, net of $1,527 of offering costs.

On March 1, 2010 and May 6, 2010, the Company’s president/shareholder contributed a total of $6,000 to the Company as additional paid in capital to cover expenses. This money was contributed without any expectation of it being paid back, and was not in exchange for shares of the Company’s stock.

On August 31, 2010, a shareholder of the Company returned 50,000,000 restricted shares of common stock to treasury and the shares were cancelled by the Company. The shares were returned to treasury for no consideration to the shareholder.

In November 2010, the Company revised and restated its articles of incorporation to increase the amount of authorized capital to 305,000,000 shares, consisting of 5,000,000 preferred shares and 300,000,000 shares of Common stock, and the Company had a 10:1 forward stock split. All references in the accompanying financial statements have been retroactively stated to reflect these changes.

The Company closed a private placement in February 2011, for the sale of 266,667 Units at $0.75 per Unit, for aggregate gross proceeds of $200,000. A “Unit” consisted of the following: (1) one share of common stock; (2) one class A warrant, entitling the holder to purchase one share of common stock of the Company at an exercise price of $0.90 per share during a term of two years, expiring on March 1, 2013. No warrants have been exercised as of August 31, 2012. The subscription raised $200,000 in proceeds from one investor.

The Company calculated the fair value of these warrants of $163,734 using the Black Scholes model. The Company used the following assumptions: stock price of $1.04, an exercise price of $0.90, expected term of 24 months (using the simplified method), volatility of 108%, and discount rate of 0.69%. The fair value of the warrants is treated as offering costs and it would be a debit and credit entry to additional paid in capital resulting in a null effect in net equity.

On April 8, 2011, the Company closed the private placement of 235,294 Units at .85 per unit per Unit, for aggregate gross proceeds of $200,000. A “Unit” consisted of the following: (1) one share of common stock; (2) one class A warrant, entitling the holder to purchase one share of common stock of the Company at an exercise price of $1.00 per share during a term expiring on April 15, 2013. No warrants have been exercised as of August 31, 2012. The subscription raised $200,000 in proceeds from one investor.

The Company calculated the fair value of these warrants of $40,235 using the Black Scholes model. The Company used the following assumptions: stock price of $0.53, an exercise price of $1.00, expected term of 24 months (using the simplified method), volatility of 94%, and discount rate of 0.45%. The fair value of the warrants is treated as offering costs and it would be a debit and credit entry to additional paid in capital resulting in a null effect in net equity.

On September 12, 2011, the Company closed the private placement of 473,333 Units at .15 per unit per Unit, for aggregate gross proceeds of $71,000. A “Unit” consisted of the following: (1) one share of common stock; (2) one class A warrant, entitling the holder to purchase one share of common stock of the Company at an exercise price of $.25 per share during a term expiring on September 12, 2013. No warrants have been exercised as of August 31, 2012. The subscription raised $71,000 in proceeds from one investor.

The Company calculated the fair value of these warrants of $114,735 using the Black Scholes model. The Company used the following assumptions: stock price of $0.25, an exercise price of $0.25, expected term of 24 months (using the simplified method), volatility of 305%, and discount rate of 0.21%. The fair value of the warrants is treated as offering costs and it would be a debit and credit entry to additional paid in capital resulting in a null effect in net equity.

On February 14, 2012, the Company closed the private placement of 1,666,667 Units at $0.06 per unit, for aggregate gross proceeds of $100,000. The subscription raised $100,000 in proceeds from one non-US investor. There were no warrants issued with this subscription.

The following is a summary of the status of all of the Company’s stock warrants as of August 31, 2012.

	Number Of Warrants		Weighted-Average Exercise Price

Outstanding at September 1, 2011		501,961	$	0.00
Granted		473,333	$	0.61
Exercised		-	$	0.00
Cancelled		-	$	0.00
Outstanding at August 31, 2012		975,294	$	0.61
Warrants exercisable at August 31, 2012		975,294	$	0.61

The following tables summarize information about stock warrants outstanding and exercisable at August 31, 2012:

STOCK WARRANTS OUTSTANDING AND EXERCISABLE
Number of Warrants Outstanding		Weighted-Average Remaining Contractual Life in Years		Weighted- Average Exercise Price
	975,294		0.72	$	0.61
	975,294		0.72	$	0.61

- Definition

The entire disclosure for shareholders' equity, comprised of portions attributable to the parent entity and noncontrolling interest, if any, including other comprehensive income (as applicable). Including, but not limited to: (1) balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings; (2) accumulated balance for each classification of other comprehensive income and total amount of comprehensive income; (3) amount and nature of changes in separate accounts, including the number of shares authorized and outstanding, number of shares issued upon exercise and conversion, and for other comprehensive income, the adjustments for reclassifications to net income; (4) rights and privileges of each class of stock authorized; (5) basis of treasury stock, if other than cost, and amounts paid and accounting treatment for treasury stock purchased significantly in excess of market; (6) dividends paid or payable per share and in the aggregate for each class of stock for each period presented; (7) dividend restrictions and accumulated preferred dividends in arrears (in aggregate and per share amount); (8) retained earnings appropriations or restrictions, such as dividend restrictions; (9) impact of change in accounting principle, initial adoption of new accounting principle and correction of an error in previously issued financial statements; (10) shares held in trust for Employee Stock Ownership Plan (ESOP); (11) deferred compensation related to issuance of capital stock; (12) note received for issuance of stock; (13) unamortized discount on shares; (14) description, terms, and number of warrants or rights outstanding; (15) shares under subscription and subscription receivables, effective date of new retained earnings after quasi-reorganization and deficit eliminated by quasi-reorganization and, for a period of at least ten years after the effective date, the point in time from which the new retained dates; and (16) retroactive effective of subsequent change in capital structure.

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+ Details

Gunpowder Gold Corp 10-K