STOCKHOLDERS’ EQUITY (DEFICIT) | NOTE 5 – STOCKHOLDERS’ EQUITY (DEFICIT) The Company is authorized under its articles of incorporation, as amended, to issue 10,000,000,000 shares of Common Stock, par value $0.001 per share. Issuance of Common Stock On December 15, 2020, the Company completed a private offering of its Common Stock. The Company sold 107,000,000 shares of its Common Stock to 34 individuals at a purchase price of $0.01 per share, for gross proceeds of $1,070,000, before allocating certain expenses associated with the offering in the amount of $5,852 as adjusted paid-in capital. Effective March 31, 2021, the Company issued an aggregate 6,399,965 shares of its Common Stock to certain of its directors, officers, employees and a consultant, who converted accrued and unpaid compensation in the aggregate amount of $94,398. Of this amount, (i) $37,998 was with respect to amounts accrued during fiscal year 2020 and was converted at a rate of $0.05 per share into an aggregate 759,965 shares of its Common Stock; and (ii) $56,400 was with respect to amount accrued during fiscal year 2021 through March 31, 2021 and was converted at a rate of $0.01 per share into an aggregate 5,640,000 shares of its Common Stock. During the year ended September 30, 2021, one of the Company’s shareholders made a loan to the Company in the principal amount of $30,000, primarily to pay our expenses. The loan bore simple interest at a rate of 4% per annum and was payable as to both principal and interest on the maturity date of April 9, 2021. On the maturity date, the holder of the note converted the outstanding principal, together with accrued and unpaid interest of $598, into 3,059,836 shares of the Company’s Common Stock, at the rate of $0.01 per share. On June 15, 2021, the Company sold and issued 63,000,000 shares of Common Stock to 18 individuals, at purchase price of $0.01 per share, from a private offering of its Common Stock (the “Spring 2021 Offering”). The gross proceeds were $630,000, before allocating certain expenses associated with the offering in the amount of $7,230 as adjusted paid-in capital. On July 15, 2021, the Company completed the Spring 2021 Offering of its Common Stock, on which date it sold and issued additional 10,000,000 shares of its Common Stock to five individuals at a purchase price of $0.01 per share, for gross proceeds of $100,000, before allocating certain expenses associated with the offering in the amount of $959 as adjusted paid-in capital. Effective September 30, 2021, the Company issued an aggregate 6,144,000 shares of its Common Stock to certain of its directors, officers, employees and a consultant, who converted accrued and unpaid compensation in the aggregate amount of $61,440. Stock Options On July 15, 2022, the CEO, David Tang, was granted 15,000,000 options to purchase shares at $0.01 per share. As of September 30, 2022, total options granted was 15,000,000 and none was vested. This option will be subject to a vesting schedule providing for twenty-five percent (25%) vesting after the first twelve (12) months of employment and monthly vesting as to the remaining seventy-five percent (75%) of the shares over the following thirty-six (36) months after the first anniversary of the employment commencement date. These stock options are exercisable over a maximum period of 10 years from the grant date. The weighted average grant date fair value of options granted during the year ended September 30, 2022 was $0.02. Compensation costs associated with the Company’s stock options are recognized, based on the grant-date fair value of these options, over the requisite service period, or vesting period. Accordingly, the Company recognized stock-based compensation expense of $15,822 and $0, respectively, which was included in the general and administrative expenses in the consolidated statements of operations for the years ended September 30, 2022 and 2021. The fair value of the stock options listed above was determined using the Black-Scholes option pricing model with the following assumptions: September 30, Risk-free interest rate 2.99 % Expected term 6.08 years Expected volatility 379.35 % Expected dividend yield 0 % The following is a summary of the option activity for the year ended September 30, 2022: Options Shares Weighted average exercise price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Outstanding at October 1, 2021 – $ – – $ – Granted 15,000,000 $ 0.01 – $ – Exercised – $ – – $ – Forfeited or expired – $ – – $ – Outstanding at September 30, 2022 15,000,000 $ 0.01 9.8 $ 375,000 Vested and expected to vest as of September 30, 2022 15,000,000 $ 0.01 9.8 $ 375,000 Exercisable at September 30, 2022 – $ – – $ – As of September 30, 2022, unrecognized total compensation cost associated with these options was $284,178. This expense is expected to be recognized over a weighted-average period of 3.79 years. |