CAPITAL STOCK | NOTE 8 - CAPITAL STOCK Common Stock The Company has authorized 600,000,000 common shares, par value $0.001. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought. As of June 30, 2024, and September 30, 2023, there were 467,318,268 and 426,831,170 common shares issued and outstanding respectively. During the three and nine months ended June 30, 2024, the following shares of common stock were issued: · On April 24, 2024, the Company issued 2,285,804 shares of common stock for payment of $56,584 of accounts payable and accrued interest. The value of the shares issued was $66,407 based upon the share price of the Company’s common stock on the date the Company agreed to issue the common stock. The Company recorded a $9,823 loss on debt extinguishment for this transaction. · On April 24, 2024, the Company issued 3,000,000 shares of common issued for payment of $108,250 of accrued liabilities, related. The Company valued the shares at $90,000 based on the price of the common stock on the date the Company issued the shares and included $18,250 gain on debt extinguishment for this transaction. · On April 24, 2024, the Company issued 3,000,000 shares of common issued for services. The Company valued the shares at $62,400 based on the price of the common stock on the date the Company agreed to issue the shares. The shares were issued pursuant to a one-year consulting agreement beginning January 1, 2024. The company will amortize the value over the term of the contract. For the three and nine months ended June 30, 2024, the Company recorded $15,600 and $31,200 of stock-based consulting expense. · On April 24, 2024, the Company issued 3,000,000 shares of common issued for services. The Company valued the shares at $82,500 based on the price of the common stock on the date the Company agreed to issue the shares. For the three and nine months ended June 30, 2024, the Company recorded $82,500 of stock-based consulting expense. · On April 24, 2024, the Company issued 1,500,000 shares of common issued for services. The Company valued the shares at $33,750 based on the price of the common stock on the date the Company issued the shares. The shares were issued pursuant to a one-year consulting agreement beginning April 23, 2024. The company will amortize the value over the term of the contract. For the three and nine months ended June 30, 2024, the Company recorded $8,438 of stock-based consulting expense. · On April 24, 2024, the Company issued 2,500,000 shares of common issued for services. The Company valued the shares at $56,250 based on the price of the common stock on the date the Company issued the shares. The shares were issued pursuant to a one-year consulting agreement beginning April 23, 2024. The company will amortize the value over the term of the contract. For the three and nine months ended June 30, 2024, the Company recorded $14,063 of stock-based consulting expense. · On April 24, 2024, the Company issued 2,500,000 shares of common issued for services. The Company valued the shares at $68,750 based on the price of the common stock on the date the Company agreed to issue the shares. The shares were issued pursuant to a one-year consulting agreement beginning April 1, 2024. The company will amortize the value over the term of the contract. For the three and nine months ended June 30, 2024, the Company recorded $17,188 of stock-based consulting expense. · On May 16, 2024, the Company issued 2,500,000 shares of common issued for services. The Company valued the shares at $75,000 based on the price of the common stock on the date the Company agreed to issue the shares and is included in stock-based consulting expense for the three and nine months ended June 30, 2024. · On May 16, 2024, the Company issued 5,000,000 shares of common issued for services. The Company valued the shares at $142,500 based on the price of the common stock on the date the Company agreed to issue the shares. The shares issued were earned pursuant to the execution of a one-year consulting agreement on May 1, 2024. Accordingly, for the three and nine months ended June 30, 2024, the Company recorded $142,500 of stock-based consulting expense. · On May 23, 2024, the Company issued 85,883 shares of common stock for payment of $1,718 of accounts payable and accrued interest. The value of the shares issued was $2,405 based upon the share price of the Company’s common stock on the date the Company agreed to issue the common stock. The Company included $687 in loss on debt extinguishment for the three and nine months ended June 30, 2024. · On January 18, 2024, the Company issued 5,000,000 shares of common issued for services. The Company valued the shares at $104,000 based on the price of the common stock on the date the Company agreed to issue the shares. The shares were issued pursuant to a one-year consulting agreement beginning January 1, 2024. The company will amortize the value over the term of the contract. For the three and nine months ended June 30, 2024, the Company recorded $26,000 and $52,000, respectively, of stock-based consulting expense. · On January 12, 2024, the Company issued 2,227,661 shares of common stock for payment of $55,124 of accounts payable and accrued interest. The value of the shares issued was $46,336 based upon the share price of the Company’s common stock on the date the Company agreed to issue the common stock. The Company recorded an $8,788 gain on debt extinguishment for the nine months ended June 30, 2024. · On December 14, 2023, the Company issued 6,000,000 shares of common issued for services. The Company valued the shares at $169,200 based on the price of the common stock on the date the Company agreed to issue the shares and is included in stock-based consulting expense for the nine months ended June 30, 2024. · On November 30, 2023, the Company issued 1,887,750 shares of common stock for payment of $46,826 of accounts payable and accrued interest. The value of the shares issued was $50,781 based upon the share price of the Company’s common stock on the date the Company agreed to issue the common stock. The Company included $3,955 in loss on debt extinguishment for the nine months ended June 30, 2024. During the three and nine months ended June 30, 2023, the following shares of common stock were issued: · 17,750,000 shares of common issued for services including 10,000,000 shares issued in the three months ended June 30, 2023. The Company valued the shares at $1,082,575 (including $400,000 for the three months ended June 30, 2023) based on the price of the common stock on the date the Company agreed to issue the shares. · 750,000 shares issued for payment of $30,000 of accounts payable. The value of the shares issued was $39,375 based upon the share price of the Company’s common stock on the date the Company agreed to issue the common stock. The Company included $9,375 in loss on debt extinguishment for the nine months ended June 30, 2023. · 288,000 shares of common issued for payment of $7,200 of accrued interest on convertible notes. The Company valued the shares at $11,812 based on the price of the common stock on the date the Company agreed to issue the shares. The Company included $4,612 in loss on debt extinguishment for the three and nine months ended June 30, 2023. · 54,750 shares of common stock were issued in settlement of stock payable. · 4,000,000 shares of common stock were issued pursuant to a stock subscription agreement. The Company sold the shares for $0.02 and sold 1) warrants to purchase 4,000,000 shares of common stock for $10,000. The warrant has an exercise price of $0.02 and expires July 1, 2024. The Company also sold for $10,000 warrants to purchase 200,000 shares of RM Stock for $1.00 with an expiry date of July 1, 2024. · 500,000 shares of common stock were issued for payment of accounts payable and accrued expenses, related party. The shares were valued at $0.11076 per share, the market price, on the date the Company agreed to issue the shares, with total value of $55,393. Preferred Stock The Company has 100,000,000 shares authorized as preferred stock, par value $0.001 (the “Preferred Stock”), which such Preferred Stock shall be issuable in such series, and with such designations, rights and preferences as the Board of Directors may determine from time to time. Series C Preferred Stock Under the terms of the Certificate of Designation of Series C Preferred Stock, 12,000,000 shares of the Company’s preferred shares are designated as Series C Preferred Stock. Each share of Series C Preferred Stock is convertible into one hundred shares Common Stock and each share of Series C Preferred Stock is entitled to one hundred votes. As of June 30, 2024, and September 30, 2023, there were 600,000 shares of Series C Preferred Stock issued and outstanding. Series D Preferred Stock On September 30, 2020, the Company filed an Amended and Restated Certificate of Designation with the State of Nevada of the Company’s Series D Preferred Stock. Under the terms of the Amendment to Certificate of Designation of Series D Preferred Stock, 10,000,000 shares of the Company’s preferred shares are designated as Series D Preferred Stock. Each share of Series D Preferred Stock is convertible into one share of fully paid and non-assessable Common Stock. For so long as any shares of the Series D Preferred Stock remain issued and outstanding, the Holders thereof, voting separately as a class, shall have the right to vote on all shareholder matters equal to two times the sum of all the number of shares of other classes of Corporation capital stock eligible to vote on all matters submitted to a vote of the stockholders of the Corporation. As of June 30, 2024, and September 30, 2023, there were 50,000 shares of Series D Preferred Stock issued and outstanding. Series E Preferred Stock On June 2, 2021, the Company filed a Certificate of Designation with the State of Nevada. Under the terms of the Certificate of Designation 13,650,000 (as amended on June 10, 2021) were designated as Series E Preferred Stock. Each share of Series E Preferred Stock is convertible into one share of fully paid and non-assessable Common Stock. For so long as any shares of the Series E Preferred Stock remain issued and outstanding, the Holders thereof, voting separately as a class, shall have the right to vote one share on all matters submitted to a vote of the stockholders of the Corporation. As of June 30, 2024, and September 30, 2023, there were no shares of Series E Preferred stock issued and outstanding. Series F Preferred Stock On November 24, 2021, the Company filed a Certificate of Designation with the State of Nevada. Under the terms of the Certificate of Designation 59,270,000 were designated as Series F Preferred Stock. Each share of Series F Preferred Stock is convertible into one share of fully paid and non-assessable Common Stock at any time by the holder. For so long as any shares of the Series F Preferred Stock remain issued and outstanding, the Holders thereof, voting separately as a class, shall have the right to vote one share on all matters submitted to a vote of the stockholders of the Corporation. The Series F Preferred Stock automatically converts to common stock after the shares of common stock closing market price is at least $0.20 for twenty (20) consecutive trading days. As of June 30, 2024, and September 30, 2023, the Company has sold all 59,270,000 shares of Series F Preferred Stock at $0.05 per share (with total proceeds of $2,963,750), and the holders have converted all the 59,270,000 shares of Series F Preferred Stock to 59,270,000 shares of common stock, there were no shares of Series F Preferred Stock issued and outstanding. Stock Options On February 1, 2023, pursuant to a three-year consulting agreement, the Company granted an option to purchase 10,000,000 shares of common stock with an exercise price of $0.02 and an expiration date of July 1, 2025. The options vest over a two-year period at the rate of 25% every six months beginning on the six-month anniversary date of the agreement. The Company valued the option at $639,543 and will amortize the value over the three-year term of the agreement. For the three and nine months ended June 30, 2024, 0 and 2,500,000 options vested. On March 3, 2023, pursuant to a one-year consulting agreement, the Company granted an option to purchase 10,000,000 shares of common stock with an exercise price of $0.02 and an expiration date of July 1, 2025. The options vest over a two-year period at the rate of 25% every six months beginning on the six-month anniversary date of the agreement. The Company valued the option at $449,651 and will amortize the value over the one-year term of the agreement. For the three and nine months ended June 30, 2024, 0 and 2,500,000 options vested. The following table summarizes activities related to stock options of the Company for the nine months ended June 30, 2024, and the year ended September 30, 2023. Number of Options Weighted- Average Exercise Price per Share Weighted- Average Remaining Life (Years) Outstanding at October 1, 2022 - $ - - Issued 20,000,000 0.02 2.37 Outstanding at September 30, 2023 20,000,000 $ 0.02 1.75 Exercisable at September 30, 2023 5,000,000 $ 0.02 - Outstanding at June 30, 2024 20,000,000 $ 0.02 1.00 Exercisable at June 30, 2024 10,000,000 $ 0.02 - As of June 30, 2024, and September 30, 2023, 10,000,000 and 15,000,000 options to purchase shares of common stock remain unvested, with an unvested value of $544,597 and $816,896, respectively. In addition, in connection with these options, $337,536 and $684,777 of stock compensation expense remains unrecognized as of June 30, 2024, and September 30, 2023, respectively, and is being expensed over a weighted average period of 1.25 and 2.37 years from the date of the grant. Warrants On February 1, 2023, pursuant to a three-year consulting agreement, the Company granted a warrant to purchase 250,000 shares of RM common stock with an exercise price of $1.00 and an expiration date of July 1, 2025. The Company valued the warrant at $624,458 and will amortize the value over the three-year term of the agreement. For the three and nine months ended June 30, 2024, the Company has included $52,038 and $156,114, respectively, in General and Administrative expenses- related party. On February 8, 2023, an investor paid $5,000 to acquire a warrant to purchase 2,000,000 shares of common stock. The warrant has an exercise price of $0.02 per share and expires July 1, 2024. The Company also issued a warrant to purchase 100,000 shares of RM Stock, with an exercise price of $1.00 and an expiration date of July 1, 2025, as amended. On February 10, 2023, pursuant to a convertible note with a current shareholder of the Company, the Company issued a warrant to the investor to purchase 2,000,000 shares of common stock at an exercise price of $0.025 per share and an expiration date of July 1, 2025. The Company valued the warrant at $79,914, based on the Black Scholes option pricing model. The Company also issued a warrant to purchase 100,000 shares of RM Stock at an exercise price of $1.00 and an expiration date of July 1, 2025. The Company valued the RM Stock warrant at $249,811, based on the Black Scholes option pricing model. The Company applied $43,416 to the note as a discount based on the allocations of the fair values of the warrants and the note. The Company will charge the note discount to interest expense over the term of the note. For the three and nine months ended June 30, 2024, the Company recorded interest expense of $7,662 and $22,985, respectively. On March 1, 2023, an investor paid $5,000 to acquire a warrant to purchase 2,000,000 shares of common stock. The warrant has an exercise price of $0.02 per share and expires July 1, 2024. The Company also issued a warrant to purchase 100,000 shares of RM Stock, with an exercise price of $1.00 and an expiration date of July 1, 2025, as amended. On March 3, 2023, pursuant to a convertible note with a current shareholder of the Company, the Company issued a warrant to the investor to purchase 2,000,000 shares of common stock at an exercise price of $0.025 per share and an expiration date of July 1, 2025. The Company valued the warrant at $89,916, based on the Black Scholes option pricing model. The Company also issued a warrant to purchase 100,000 shares of RM Stock at an exercise price of $1.00 and an expiration date of July 1, 2025. The Company valued the RM Stock warrant at $249,822, based on the Black Scholes option pricing model. The Company applied $43,585 to the note as a discount based on the allocations of the fair values of the warrants and the note. The Company will charge the note discount to interest expense over the term of the note. For the three and nine months ended June 30, 2024, the Company recorded interest expenses of $7,692 and $23,075, respectively. On March 3, 2023, pursuant to a one-year consulting agreement with a Company shareholder, the Company issued to the shareholder a warrant to purchase 250,000 shares of RM Stock with an exercise price of $1.00 and an expiration date of July 1, 2025. The Company valued the warrant at $624,556 and will amortize the value over the one-year term of the agreement. For the three and nine months ended June 30, 2024, the Company has included $0 and $260,232, in general and administrative expenses. On April 1, 2024, pursuant to a consulting agreement, the Company issued a warrant to purchase 50,000 shares of RM Stock that vested immediately and with an exercise price of $1.50 and an expiration date of April 1, 2025. The Company valued the warrant at $119,348 based on the Black Scholes option pricing model. The following assumptions were utilized in the Black-Scholes valuation of this immediately vested warrant during the three and nine months ended June 30, 2024, risk free interest rate of 5.03%, volatility of 145% and an exercise price of $1.50. Accordingly, $119,348 has been expensed for the three and nine months ended June 30, 2024, in general and administrative expenses. The following table summarizes activities related to warrants of the Company for the year ended September 30, 2023, and the nine months ended June 30, 2024. Number of Warrants Weighted Average Exercise Price Per Share Weighted Average Remining Life (Years) Outstanding at October 1, 2022 -0- $ -0- -0- Issued 8,000,000 0.0225 1.86 Outstanding and exercisable at September 30, 2023 8,000,000 $ 0.0225 1.25 Outstanding and exercisable at June 30, 2024 8,000,000 $ 0.0225 1.00 The following table summarizes activities related to warrants to purchase RM Stock from the Company for the year ended September 30, 2023, and the nine months ended June 30, 2024. Number of Warrants Weighted Average Exercise Price Per Share Weighted Average Remining Life (Years) Outstanding at October 1, 2022 -0- $ -0- -0- Issued 900,000 1.00 2.15 Outstanding and exercisable at September 30, 2023 900,000 $ 1.00 1.53 Issued 50,000 1.50 1.00 Outstanding and exercisable at June 30, 2024 950,000 $ 1.03 0.99 |