CAPITAL STOCK TRANSACTIONS | Preferred Stock The Company is authorized to issue up to 5,000,000 shares of its $0.001 preferred stock. In June 2015, the Company designated 20,000 of the authorized preferred stock as convertible preferred stock with the following characteristics: i. Each share of Preferred Stock would be convertible into 1,000,000 shares of Common Stock at the Preferred Stock holders’ option, subject to restrictions regarding timing, volume and common share availability. ii. In shareholder votes, each share of Preferred Stock would have voting power equal to 1,000,000 shares of Common Stock. During the year ended October 31, 2015, 759,817,144 shares of common stock were retired and converted to 767 shares of convertible preferred stock. In addition, the Company issued 1,203 shares of convertible preferred stock to its employee and consultants for services rendered. These shares were value at $645,000 based on closing price of the underlying common stock if converted. In June 2015, the company entered into various purchase agreements with accredited investors for the sale of 220 shares of its convertible preferred stock at a price of $100 per share. Total cash proceeds from the sale of stock were $22,000 which was recorded as stock to be issued. During the year ended October 31, 2015, the company entered into various purchase agreements with an accredited investor for the sale of 478,000,000 shares of its common stock at a price ranged from $0.00035 to $0.0012 per share. Total cash proceeds from the sale of stock during the year ended October 31, 2015, was $510,000. As of October 31, 2015, the Company issued 228,000,000 shares of common stock and 250 shares of preferred stock in lieu of 250,000,000 shares of common stock. In connection with these stock purchase agreements, the Company issued 57,019,761 shares of common stock and 725 shares of preferred stock in lieu of finders’ fees, which represents stock offering costs. Finders’ fees are treated as a reduction in paid in capital per current accounting guidance. During the year ended October 31, 2016, 692,943,784 shares of common stock were retired and converted to 694 shares of convertible preferred stock and 984 shares of preferred stock were converted to 984,000,000 shares of common stock. In addition, the Company issued 11,664 shares of convertible preferred stock to its employee and consultants for services rendered. These shares were value at $2,762,798 based on closing price of the underlying common stock if converted. During the year ended October 31, 2016, 8 shares of preferred stock were retired and cancelled. In February 2016, the Company issued 220 shares of preferred stock to an accredited investor in lieu of 220,000,000 shares of common stock sold in June 2015. During the year ended October 31, 2016, the Company sold 586 shares of its preferred stock for $312,001. As of October 31, 2016, 54 of these shares had not been issued and were recorded as preferred stock to be issued. 581 shares of the shares sold were to two related parties. See Note 5 above for details. In September 2016, the Company issued 10,000 shares of its Series A preferred stock to its Chief Executive Officer as a temporary issuance to obtain voting right. These shares were returned to the Company after October 31, 2016. See subsequent event note 9. At October 31, 2016 and 2015, there were 15,063 and 2,945 shares issued and outstanding, respectively. Common Stock At October 31, 2016, the Company was authorized to issue up to 4,500,000,000 shares of its $0.001 common stock. Following the Reincorporation, as described in Note 9, the Company is authorized to issue an unlimited number of shares of its $0.001 common stock. At October 31, 2016 and 2015, there were 4,199,880,936 and 3,829,346,478 shares issued and outstanding, respectively. Fiscal year 2015: During the year ended October 31, 2015, the Company issued 387,000,000 shares of common stock for legal and consulting services rendered. The shares were valued at $425,000 based on service invoice and the closing stock prices on the dates of the stock grants. During the year ended October 31, 2015, the Company entered into various purchase agreements with an accredited investor for the sale of 478,000,000 shares of its common stock at a price ranged from $0.00035 to $0.0012 per share. Total cash proceeds from the sale of stock during the year ended October 31, 2015, was $510,000. As of October 31, 2015, the Company issued 228,000,000 shares of common stock and 250 shares of preferred stock in lieu of 250,000,000 shares of common stock. In connection with these stock purchase agreements, the Company issued 57,019,761 shares of common stock and 725 shares of preferred stock in lieu of finders’ fees, which represents stock offering costs. Finders’ fees are treated as a reduction in paid in capital per current accounting guidance. During the year ended October 31, 2015, the Company also issued 3,737,696,430 shares upon conversion of convertible notes amounted to $382,077. During the year ended October 31, 2015, 759,817,144 shares of common stock were retired and converted to 767 shares of convertible preferred stock. Fiscal year 2016: During the year ended October 31, 2016, 692,943,784 shares of common stock were retired and converted to 694 shares of convertible preferred stock and 984 shares of preferred stock were converted to 984,000,000 shares of common stock. In addition, 201,000,000 shares owned by two shareholders were retired and cancelled. In the Company’s quarterly report on Form 10-Q for the six months ended April 30, 2016 (the “April 2016 10-Q”) the Company reported that they issued a total of 194,000,000 shares of common stock upon conversion of 194 shares of preferred stock. In actuality, the Company issued an additional 279,000,000 shares of common stock upon conversion of 279 shares of preferred stock, for a total issuance of 473,000,000 shares of common stock upon conversion of 473 shares of preferred stock during the six months ended April 30, 2016. 279,000,000 shares of common stock issued during this six-month period following conversion of 279 shares of preferred stock were improperly allocated and disclosed as shares issued to consultants for services rendered, which disclosure has been updated as set forth below. During the year ended October 31, 2016, the Company issued 29,000,000 shares of common stock for consulting services rendered. The shares were valued at $81,600 based on the closing stock prices on the dates of the stock grants. In the Company’s April 2016 10-Q, the Company erroneously reported that they issued 358,000,000 shares of common stock to consultants for services rendered during the six months ended April 30, 2016. As described above, 279,000,000 of these shares of common stock were actually issued upon conversion of 279 shares of preferred stock during the six months ended April 30, 2016 and were improperly allocated as shares issued to consultants for services rendered in the April 2016 10-Q. Further, 50,000,000 shares of common stock previously described in the April 2016 10-Q as shares issued to consultants for services rendered were erroneously issued and have subsequently been cancelled. In January 2016, the Company offered to issue 5,000,000 shares of its common stock upon appointment of a member of board of directors. The shares were valued at $0.0039 per shares at date of start. As of October 31, 2016, these shares had not been issued and the total amount of $19,500 was recorded as common stock to be issued. During the year ended October 31, 2016, the Company issued 251,478,242 shares of common stock in consideration of cancellation of $86,371 of accrued interest and unpaid loan and payables. The Company did not receive any cash proceeds upon these issuances. These issuances were exempt pursuant to Section 4(a)(2) of the Securities Act. Options and Warrants A summary of option activity during the years ended October 31, 2016 and 2015 are presented below: October 31, 2016 October 31, 2015 Weighted Weighted Weighted Weighted average average average average Number of exercise life Number of exercise life shares price (years) shares price (years) Outstanding at beginning of year 140,666,667 $ 0.0146 9.27 52,666,667 $ 0.08 6.42 Granted 100,000,000 0.004 10.00 138,000.000 0.0146 10.00 Exercised – – – – – – Forfeited – – – 50,000,000 0.08 6.24 Cancelled – – – – – – Expired – – – – – – Outstanding at end of period 240,666,667 $ 0.01 8.78 140,666,667 $ 0.0146 9.27 Options exercisable at end of period 240,666,667 $ 0.01 8.78 140,666,667 $ 0.0146 9.27 A summary of warrant activity during the years ended October 31, 2016 and 2015 are presented below: October 31, 2016 October 31, 2015 Weighted Weighted Weighted Weighted average average average average exercise remaining exercise remaining Number price contractual Number price contractual Outstanding per share life (years) Outstanding per share life (years) Outstanding at beginning of year 4,000,000 $ 0.75 5.39 4,000,000 $ 0.75 6.39 Granted – – – Exercised – – – – – – Forfeited – – – – – – Cancelled – – – – – – Expired – – – – – – Outstanding at end of year 4,000,000 $ 0.75 4.39 4,000,000 $ 0.75 5.39 Warrants exercisable at end of year – $ – – – $ – – In November 2014, the Company granted options to all board members to purchase a total of 138,000,000 shares at an exercise price of $0.0146 per share of its common stock for service rendered and to replace the old options. These options vests in 4 equal amounts on the grant date, 2/9/2015, 5/9/2015, and 8/9/2015 and are exercisable within 10 years from the dates of vesting. The total estimated value using the Black-Scholes Model, based on the following variables, was $2,760,000. Market Price: $0.020 Exercise Price: $0.015 Term: 10 years Volatility: 321% Dividend Yield: 0 Risk Free Interest Rate: 2.25% For the year ended October 31, 2015, $2,760,000 was fully amortized as stock based compensation. In January 2016, the Company granted options to a new board member to purchase a total of 100,000,000 shares at an exercise price of $0.004 per share of its common stock for service rendered. These options vest in 2 equal amounts in July 2016 and January 2017, or upon an event of change of control and are exercisable within 10 years from the dates of vesting. The total estimated value using the Black-Scholes Model, based on the following variables, was $383,958. Market Price: $0.0039 Exercise Price: $0.004 Term: 10 years Volatility: 151% Dividend Yield: 0 Risk Free Interest Rate: 2.0% Due to an event of change of control occurred in September 2016, the option is fully vested and the total value of $383,958 was recorded as stock based compensation for the year ended October 31, 2016. |