Equity	3 Months Ended
Feb. 29, 2012
Equity
Stockholders' Equity Note Disclosure [Text Block]	NOTE 10. STOCKHOLDERS’ DEFICIT During the nine months ended February 29, 2012, the Company issued the following shares of $0.001 par value common stock: · On June 17, 2011, 350,000 units to an accredited investor for a total purchase price of $700,000, all of which was paid in cash. Each unit consisted of one share of common stock and one three year warrant with an exercise price of $3.00. · On June 21, 2011, per terms of the Employment Agreement with Rod Place, Chief Operating Officer, 50,000 common shares valued at $87,500. · On August 17, 2011, per the terms of an investor relations contract, 150,000 shares of restricted common stock. These shares were held in escrow until January 16, 2012 when the shares were distributed to the investor relations company and a value of $142,500. · On October 11, 2011, the Company entered into a separation agreement and release with Mr. Alex Chester wherein he agreed that as of October 20, 2011, he shall cease to be employed by the Company and any of its subsidiaries. Pursuant to the separation agreement, the Company agreed to pay Mr. Chester a severance payment. As a result of the severance agreement the net shares returned and cancelled were 1,046,240 and the Company paid $30,000 in severance payment. The net value of the cancelled shares was based on the $30,000 severance payment made. (See Note 4 “Changes in Management” for further information) · On November 3, 2011, per the terms of a consulting agreement, 150,000 shares of restricted common stock were issued. The terms of the agreement stipulated that 50,000 shares would be earned upon full completion of three benchmarks. The first benchmark was completed on August 2, 2011 of which 50,000 shares were valued based on the closing price of $1.20. The second was completed on October 13, 2011, 50,000 shares were valued based on the closing price of $1.05. The third benchmark was completed on November 16, 2011, 50,000 shares were valued at $1.22. The total value of shares issued was determined to be $173,500 and was recorded as consulting expense. · On November 3, 2011, 50,000 units to an accredited investor for a total purchase price of $100,000, all of which was paid in cash. Each unit consisted of one share of common stock and one three year warrant with an exercise price of $3.00. · On November 23, 2011, 40,000 units to an accredited investor for a total purchase price of $40,000, all of which was paid in cash. Each unit consisted of one share of common stock and one three year warrant with an exercise price of $3.00 · On November 23, 2011, 25,000 units to an accredited investor for a total purchase price of $25,000, all of which was paid in cash. Each unit consisted of one share of common stock and one three year warrant with an exercise price of $3.00. · On November 14, 2011, the Board of Directors of the Company approved the Certificate of Designation of “Series “A” Convertible Preferred Stock” and authorized the issuance of 425,000 shares of Preferred Stock at $0.001 par value designated as “Series “A” Convertible Preferred Stock” and 850,000 common stock purchase warrants exercisable at $3.00 to an accredited investor for $500,000. The holder of the “Series “A” Convertible Preferred Stock” shall have the right to convert each share into two (2) shares of the Company’s common stock, $0.001 par value per share. The investor has since agreed to convert the preferred stock to 850,000 shares of common stock and the share issued on December 13, 2011 · On December 15, 2011, 124,240 shares of common stock for conversion of notes payable valued at $124,240 plus accrued interest of $4,113. The shares were valued at $129,210. · On December 15, 2011, 124,240 shares of common stock for consulting services valued at $121,755 to be expensed over one year beginning in December, 2011. The Company expensed $27,020 for the consulting services during the three month period ended February 29, 2012. · On December 15, 2011, 10,000 shares of common stock to employees valued at $10,000 issued as a one time year-end bonus. · On January 9, 2012, 450,564 shares of common stock to settle a $495,620 stock payable. · On January 26, 2012, 150,000 units to an accredited investor for $150,000 cash. Each unit consisted of one share of common stock and one three year warrant with an exercise price of $3.00. · On January 26, 2012, 10,000 units to an accredited investor for $10,000 cash. Each unit consisted of one share of common stock and one three year warrant with an exercise price of $3.00. · On January 26, 2012, 10,000 units to an accredited investor cash. Each unit consisted of one share of common stock and one three year warrant with an exercise price of $3.00. · On February 17, 2012, 100,000 units to an accredited investor for $50,000 cash. Each unit consisted of one share of common stock and one three year warrant with an exercise price of $3.00. · On February 17, 2012, 100,000 units to an accredited for $50,000 cash. Each unit consisted of one share of common stock and one three year warrant with an exercise price of $3.00. · On February 17, 2012, per consulting agreement, 177,000 shares of restricted common stock valued at $173,460 to be expensed over one year. The Company recorded $28,514 of consulting expense during the three month period ended February 29, 2012. · On February 17, 2012, 40,000 shares of restricted stock to two independent contractors for consulting services, 20,000 each, valued at $40,000. · On February 29, 2012, 10,000 shares of restricted stock to an employee as a one-time bonus valued at $9,800. · On February 29, 2012, 50,000 shares of restricted stock to an independent contractor for consulting services valued at $50,000 to be expensed over one year. The Company recorded $4,167 in consulting expense during the three month period ended February 29, 2012. Stock Payable During the nine months ended February 29, 2012, the Company received $12,000 cash for 13,500 shares of common stock that have not yet been issued. The Company also recorded $3,973 for shares to be issued to an independent contractor per a year agreement. These amounts were recorded to stock payable. Deemed Distribution On May 20, 2011, the Company entered into an asset purchase agreement with Elevate Communications, LLC a related party of the Company wherein the Company purchased various intangible assets with no carrying value for the value of $400,000. The excess of the purchase price over the historical cost basis was recorded as a deemed distribution to the related party. The Company offset the purchase price of $400,000 against a note receivable from the related party. The Company recorded a $100,480 reduction to additional paid in capital during the period ended May 31, 2011, which represents the receivable due from the related party on May 31, 2011. On August 1, 2011, the Company signed a convertible promissory note in the amount of $450,000 with a shareholder of the Company for the purchase of various intangible assets consisting of developed software and other assets with no carrying value. The excess of the purchase price over the historical cost basis was recorded as a deemed distribution to the shareholder.

Equity

3 Months Ended

Feb. 29, 2012

Stockholders' Equity Note Disclosure [Text Block]

NOTE 10. STOCKHOLDERS’ DEFICIT

During the nine months ended February 29, 2012, the Company issued the following shares of $0.001 par value common stock:

· On June 17, 2011, 350,000 units to an accredited investor for a total purchase price of $700,000, all of which was paid in cash. Each unit consisted of one share of common stock and one three year warrant with an exercise price of $3.00.

· On June 21, 2011, per terms of the Employment Agreement with Rod Place, Chief Operating Officer, 50,000 common shares valued at $87,500.

· On August 17, 2011, per the terms of an investor relations contract, 150,000 shares of restricted common stock. These shares were held in escrow until January 16, 2012 when the shares were distributed to the investor relations company and a value of $142,500.

· On October 11, 2011, the Company entered into a separation agreement and release with Mr. Alex Chester wherein he agreed that as of October 20, 2011, he shall cease to be employed by the Company and any of its subsidiaries. Pursuant to the separation agreement, the Company agreed to pay Mr. Chester a severance payment. As a result of the severance agreement the net shares returned and cancelled were 1,046,240 and the Company paid $30,000 in severance payment. The net value of the cancelled shares was based on the $30,000 severance payment made. (See Note 4 “Changes in Management” for further information)

· On November 3, 2011, per the terms of a consulting agreement, 150,000 shares of restricted common stock were issued. The terms of the agreement stipulated that 50,000 shares would be earned upon full completion of three benchmarks. The first benchmark was completed on August 2, 2011 of which 50,000 shares were valued based on the closing price of $1.20. The second was completed on October 13, 2011, 50,000 shares were valued based on the closing price of $1.05. The third benchmark was completed on November 16, 2011, 50,000 shares were valued at $1.22. The total value of shares issued was determined to be $173,500 and was recorded as consulting expense.

· On November 3, 2011, 50,000 units to an accredited investor for a total purchase price of $100,000, all of which was paid in cash. Each unit consisted of one share of common stock and one three year warrant with an exercise price of $3.00.

· On November 23, 2011, 40,000 units to an accredited investor for a total purchase price of $40,000, all of which was paid in cash. Each unit consisted of one share of common stock and one three year warrant with an exercise price of $3.00

· On November 23, 2011, 25,000 units to an accredited investor for a total purchase price of $25,000, all of which was paid in cash. Each unit consisted of one share of common stock and one three year warrant with an exercise price of $3.00.

· On November 14, 2011, the Board of Directors of the Company approved the Certificate of Designation of “Series “A” Convertible Preferred Stock” and authorized the issuance of 425,000 shares of Preferred Stock at $0.001 par value designated as “Series “A” Convertible Preferred Stock” and 850,000 common stock purchase warrants exercisable at $3.00 to an accredited investor for $500,000. The holder of the “Series “A” Convertible Preferred Stock” shall have the right to convert each share into two (2) shares of the Company’s common stock, $0.001 par value per share. The investor has since agreed to convert the preferred stock to 850,000 shares of common stock and the share issued on December 13, 2011

· On December 15, 2011, 124,240 shares of common stock for conversion of notes payable valued at $124,240 plus accrued interest of $4,113. The shares were valued at $129,210.

· On December 15, 2011, 124,240 shares of common stock for consulting services valued at $121,755 to be expensed over one year beginning in December, 2011. The Company expensed $27,020 for the consulting services during the three month period ended February 29, 2012.

· On December 15, 2011, 10,000 shares of common stock to employees valued at $10,000 issued as a one time year-end bonus.

· On January 9, 2012, 450,564 shares of common stock to settle a $495,620 stock payable.

· On January 26, 2012, 150,000 units to an accredited investor for $150,000 cash. Each unit consisted of one share of common stock and one three year warrant with an exercise price of $3.00.

· On January 26, 2012, 10,000 units to an accredited investor for $10,000 cash. Each unit consisted of one share of common stock and one three year warrant with an exercise price of $3.00.

· On January 26, 2012, 10,000 units to an accredited investor cash. Each unit consisted of one share of common stock and one three year warrant with an exercise price of $3.00.

· On February 17, 2012, 100,000 units to an accredited investor for $50,000 cash. Each unit consisted of one share of common stock and one three year warrant with an exercise price of $3.00.

· On February 17, 2012, 100,000 units to an accredited for $50,000 cash. Each unit consisted of one share of common stock and one three year warrant with an exercise price of $3.00.

· On February 17, 2012, per consulting agreement, 177,000 shares of restricted common stock valued at $173,460 to be expensed over one year. The Company recorded $28,514 of consulting expense during the three month period ended February 29, 2012.

· On February 17, 2012, 40,000 shares of restricted stock to two independent contractors for consulting services, 20,000 each, valued at $40,000.

· On February 29, 2012, 10,000 shares of restricted stock to an employee as a one-time bonus valued at $9,800.

· On February 29, 2012, 50,000 shares of restricted stock to an independent contractor for consulting services valued at $50,000 to be expensed over one year. The Company recorded $4,167 in consulting expense during the three month period ended February 29, 2012.

Stock Payable

During the nine months ended February 29, 2012, the Company received $12,000 cash for 13,500 shares of common stock that have not yet been issued. The Company also recorded $3,973 for shares to be issued to an independent contractor per a year agreement. These amounts were recorded to stock payable.

Deemed Distribution

On May 20, 2011, the Company entered into an asset purchase agreement with Elevate Communications, LLC a related party of the Company wherein the Company purchased various intangible assets with no carrying value for the value of $400,000. The excess of the purchase price over the historical cost basis was recorded as a deemed distribution to the related party. The Company offset the purchase price of $400,000 against a note receivable from the related party. The Company recorded a $100,480 reduction to additional paid in capital during the period ended May 31, 2011, which represents the receivable due from the related party on May 31, 2011.

On August 1, 2011, the Company signed a convertible promissory note in the amount of $450,000 with a shareholder of the Company for the purchase of various intangible assets consisting of developed software and other assets with no carrying value. The excess of the purchase price over the historical cost basis was recorded as a deemed distribution to the shareholder.

- 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

Elevate, Inc. 10-Q/A