Stockholders' Equity | NOTE 8 – STOCKHOLDERS’ EQUITY The Company’s capitalization at March 31, 2021 and 2020 was 500,000,000 authorized common shares with a par value of $0.001 per share, and 25,000,000 authorized preferred shares with a par value of $0.001 per share. On June 30, 2020, the Company effected a reverse stock split (the “Reverse Split”) of its issued and outstanding common stock (the “Equity Instrument”). As a result of the Reverse Split, each (100) units of Equity Instrument issued and outstanding prior to the Reverse Split were converted into one (1) unit of Equity Instrument. The Reverse Split did not change the number of authorized shares or the par value of its common stock or preferred stock. Common Stock On April 25, 2020, an investor executed a stock subscription agreement to purchase 60,000 shares of common stock of the Company at $.50 per share. The investor paid $30,000 to the Company on April 25, 2020. The Company has issued 60,000 shares of common stock to the investor on April 28, 2020. On September 1, 2020, an investor executed a stock subscription agreement to purchase 400,000 shares of common stock of the Company at $0.50 per share. The investor paid $200,000 to the Company on September 1, 2020. The Company issued 100,000 shares of common stock to the investor on September 9, 2020, and the remaining 300,000 shares of common stock were issued on September 15, 2020. On September 30, 2020, the Chief Executive Officer of the Company converted 8,000 shares of issued and outstanding Series A Preferred Stock of the Company into 8,000,000 shares of common stock pursuant to the conversion terms of its Certificate of Designation filed with the Secretary of State of Nevada. On December 1, 2020, the Company entered into an employment agreement with its Chief Executive Officer for a three-year term, for an annual compensation of $150,000. On December 22, 2020, the Company issued 1,000,000 shares of its common stock valued at $1,000 as an inducement (sign on bonus) to enter into the employment agreement (Note 5). On December 9, 2020, the Company sold 30,000 shares of its common stock to an investor at a purchase price of $0.50 per share, and received a cash consideration of $15,000. The Company issued the common shares to the investor on December 22, 2020. On December 21, 2020, the Company sold 10,000 shares of its common stock to an investor at a purchase price of $0.50 per share for a consideration of $5,000. The investor executed the stock subscription agreement on December 21, 2020. The Company issued the 10,000 common shares on December 22, 2020, and received the cash consideration of $5,000 on December 21, 2020, and the remaining $5,000 on January 6, 2021, for the sale common stock. On December 23, 2020, the Company sold 10,000 shares of its common stock to an investor at a purchase price of $1.00 per share for a consideration of $10,000. The investor executed the stock subscription agreement on December 23, 2020. The Company issued the 10,000 common shares on December 29, 2020, and received the cash consideration of $10,000 on January 11, 2021, for the sale common stock. On December 23, 2020, the Company sold 100,000 shares of its common stock to an investor at a purchase price of $1.00 per share, and received a cash consideration of $100,000. The Company issued the common shares to the investor on December 29, 2020. On December 23, 2020, the Company sold 300,000 shares of its common stock to an investor at a purchase price of $1.00 per share, and received a cash consideration of $300,000. The Company issued the common shares to the investor on December 29, 2020. On January 8, 2021, the Company sold 10,000 shares of its common stock to an investor at a purchase price of $1.00 per share for a consideration of $10,000. The investor executed the stock subscription agreement on January 8, 2021. The Company issued the 10,000 common shares on January 20, 2021, and received the cash consideration of $10,000 between January 20, 2021 and January 26, 2021, for the sale common stock. On February 8, 2021, the Company sold 10,000 shares of its common stock to an investor at a purchase price of $1.00 per share for a consideration of $10,000. The investor executed the stock subscription agreement on February 8, 2021. The Company issued the 10,000 common shares on February 10, 2021, and received the cash consideration of $10,000 on February 10, 2021, for the sale common stock. As a result of all common stock issuances, the total issued and outstanding shares of common stock were 9,890,075 shares and 19,100 shares as of March 31, 2021 and 2020, respectively. Preferred Stock The Board of Directors, without further approval of its stockholders, is authorized to fix the dividend rights and terms, conversion rights, voting rights, redemption rights, liquidation preferences and other rights and restrictions relating to any series. Issuances of shares of preferred stock, while providing flexibility in connection with possible financings, acquisitions and other corporate purposes, could, among other things, adversely affect the voting power of the holders of our Common Stock and other series of Preferred Stock then outstanding. Designation There are 1,000,000 shares of Series A Convertible Preferred Stock designated and 292,000 shares issued and outstanding as of March 31, 2021. Liquidation Rights In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, after setting apart or paying in full the preferential amounts due to Holders of senior capital stock, if any, the Holders of Series A Preferred Stock and parity capital stock, if any, shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation to the Holders of junior capital stock, including Common Stock, an amount equal to $0.001 per share [th Liquidatio Preference”] I upo liquidation dissolutio o windin u o the Conversion Rights Each share of Series A Convertible Preferred Stock shall be convertible, at the option of the Holder, into 1,000 (one thousand) fully paid and non-assessable shares of the Corporation’s Common Stock. Voting Rights The Holders of shares of Series A Convertible Preferred Stock shall be entitled to vote on any and all matters considered and voted upon by the Corporation’s Common Stock. The Holders of the Series A Convertible Preferred Stock shall be entitled to 1,000 (one thousand) votes per share of Common Stock. Stock Splits, Dividends and Distributions If the Corporation, at any time while any Series A Convertible Preferred Stock is outstanding, (a) shall pay a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock payable in shares of its capital stock [whether payable in shares of its Common Stock or of capital stock of any class], (b) subdivide outstanding shares of Common Stock into a larger number of shares, (c) combine outstanding shares of Common Stock into a smaller number of shares. or (d) issue reclassification of shares of Common Stock for any shares of capital stock of the Corporation, the conversion ratio, as defined, shall be adjusted by multiplying the number of shares of Common Stock issuable by a fraction of which the numerator shall be the number of shares of Common Stock of the Corporation outstanding after such event and of which the denominator shall be the number of shares of Common Stock outstanding before such event. Any adjustment made pursuant to this paragraph (e)(iii) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. On July 31, 2019, the Company issued 300,000 shares of Series A Convertible Preferred Stock to an entity affiliated with the Former Officer in consideration for the loans totalling $7,567. The Former Officer loaned additional funds to the Company totalling $1,737 which were forgiven by the Former Officer as of September 30, 2019 and deemed as additional paid-in capital. On October 7, 2019, an entity affiliated with the Former Officer of the Company entered into a private transaction with the Company’s CEO to sell 300,000 shares of Series A Convertible Preferred Stock. On September 30, 2020, the Company cancelled 8,000 shares of Series A Preferred Stock pursuant to the conversion terms of its Certificate of Designation filed with the Secretary of State of Nevada. The cancelled preferred stock was converted into 8,000,000 shares of common stock per the conversion terms (Note 5). Asa result of all preferred stock issuances, the total issued and outstanding shares of preferred stock were 292,000 and 300,000 shares as of March 31, 2021 and 2020, respectively. |