Note 7 - STOCKHOLDERS’ DEFICIENCY | Share Exchange Agreement On February 28, 2017, the Company, MBE and the shareholders of MBE entered into a Share Exchange Agreement (the “Share Exchange Agreement”). The Board of Directors of the Company approved the execution and consummation of the transaction under the Share Exchange Agreement on February 28, 2017. In accordance with the terms and provisions of the Share Exchange Agreement, the Company issued an aggregate of 5,248,626 shares of its restricted common stock to the MBE Shareholders in exchange for 157,458,778 of the total issued and outstanding shares of MBE (constituting 100%), thus making MBE its wholly-owned subsidiary. The Board of Directors of the Company and MBE deemed it in the best interests of the respective shareholders to enter into the Share Exchange Agreement pursuant to which the Company would acquire all the technology and assets and assume all liabilities of MBE. Authorized stock On October 31, 2016, the Board of Directors of the Company authorized an increase in the Company’s shares of common stock to three hundred million (300,000,000) shares with par value remaining at $0.001 and creation of twenty million (20,000,000) shares of preferred stock, par value $0.001. On November 4, 2016, the Company filed a Certificate of Amendment with the Nevada Secretary of State increasing its authorized capital to 300,000,000 shares of common stock, par value $0.001, and 20,000,000 shares of preferred stock, par value $0.001 (the “Amendment). The Amendment was effective with the Nevada Secretary of State on November 4, 2016 when the Certificate of Amendment was filed. The Amendment was approved by the Board of Directors pursuant to written consent resolutions dated October 31, 2016 and further approved by the shareholders holding a majority of the total issued and outstanding shares of common stock of the Company pursuant to written consent resolutions dated October 31, 2016. Common stock issued and outstanding On May 31, 2016 and effective October 3, 2016, the Company’s previous majority shareholder, sole executive officer and member of the Board of Directors, entered into certain stock purchase agreements (collectively, the “Stock Purchase Agreements”) with certain individuals and/or entities (collectively, the “Investors”). In accordance with the terms and provisions of the Stock Purchase Agreements, the then majority shareholder sold and transferred at a per share price of $0.037 the control block of the Company consisting of 5,000,000 shares of restricted common stock and representing approximately 62.5% of the total issued and outstanding shares of common stock. During September to November 2017, the Company issued 4,720,532 shares in connection with the Share Exchange Agreement as explained above. And during March to May 2018, the remaining 528,094 shares were also issued. On January 5, 2018, the Company issued 5,674,944 shares in connection with past services provided by a number of consultants. The fair value of these shares amounting to $1,418,736, were determined based on the market price at the time of issuance and is included in stock-based compensation in the combined statement of operations. On January 8, 2018, the Company issued 2,488,028 shares in connection with the private placements at a price of $0.35 per common share. On May 30, 2018 the Company approved to issue 435,000 common shares in connection with a Debt Settlement Agreement as explained in Note 6 to the interim condensed combined financial statements of the Company. On July 4, 2018, the Company issued 721,006 shares in connection with the private placements which took place during December 2017 and January 2018 at a price of $0.35 per common share. The shares were initially classified to common stock to be issued. On July 26, 2018, the Company issued 1,785,714 (including above 721,006 shares to be issued) shares in connection with the private placements at a price of $0.35 per common share. As at November 30, 2018 the Company has 136,353,318 outstanding shares of common stock comprising of 91,353,318 restricted shares and 45,000,000 unrestricted shares. As at February 28, 2018, the Company had 132,883,504 outstanding shares of common stock comprising of 87,883,504 restricted shares and 45,000,000 unrestricted shares. Common stock to be issued As at November 30, 2018, there was no common stock to be issued (February 28, 2018: 1,249,101). Preferred stock On April 20, 2017, the Board of Directors authorized the issuance of the 1,000,000 shares of Series A Preferred Stock to its sole executive officer and member of the Board of Directors in consideration of his services performed during the year ended February 28, 2017. These preferred shares contain certain rights and preference as detailed below: · In the event of acquisition of the Company, the preferred stock holder to receive 20% of the aggregate valuation of such merger; · The holder can convert each share of preferred stock into 100 shares of common stock; and · Each share of preferred stock shall be entitled to cast 200 votes. The fair value of these 1,000,000 preferred shares amounting to $38,694,414 was determined by an independent valuation using the assumptions i. e. conversion value, control premium of 11.15% based on similar publicly trading companies, voting and sale/merger rights of the stock and stock price of $0.69. As the issuance of preferred stock related to past services, therefore, this amount was recorded as stock-based compensation in the combined statements of operations during the year ended February 28, 2017. Warrants On December 1, 2016, the Company issued 18,275,000 warrants to certain shareholders of the Company for their services for the year ended February 28, 2017. These warrants have a strike price of $0.40 and will expire on December 1, 2019. The fair value of these warrants was measured at the date of grant using the Black-Scholes option pricing model using the following assumptions: · Forfeiture rate of 0%; · Stock price of $0.12 per share; · Exercise price of $0.40 per share; · Volatility at 265%; · Risk free interest rate of 1.45%; · Expected life of 3 years; and · Expected dividend rate of 0% At grant date the fair value of these warrants was determined at $2,110,333. As the issuance of warrants related to past services, therefore, this amount was recorded as stock-based compensation in the combined statements of operations during the year (fourth quarter) ended February 28, 2017. As at November 30, 2018 and February 28, 2018, there were 18,275,000 warrants outstanding, fully vested and with a remaining contractual life term of 1.00 and 1.75 years, respectively. Stock Based Options On August 16, 2017 (Tranche 1), the Company approved a Directors, Officers, Employees and Consultants Stock Option Plan, under which it authorized 50,000,000 options and issued 5,486,500 options. This plan was established to enable the Company to attract and retain the services of highly qualified and experienced directors, officers, employees and consultants and to give such persons an interest in the success of the Company. On November 27, 2017 (Tranche 2), the Company approved the issue of a second tranche of 120,000 options to a new Director of the Company pursuant to the Directors, Officers, Employees and Consultants Stock Option Plan, under which it authorized 50,000,000 options. On May 14, 2018 (Tranche 3), the Company issued a third tranche of 2,000,000 options to a new Consultant of the Company pursuant to the Directors, Officers, Employees and Consultants Stock Option Plan, under which it authorized 50,000,000 options. On July 31, 2018, this contract with the Consultant was terminated and the 2,000,000 options were forfeited. On October 15, 2018 (Tranche 4), the Company approved the issue of a fourth tranche of 100,000 options to an existing consultant of the Company pursuant to the Directors, Officers, Employees and Consultants Stock Option Plan, under which it authorized 50,000,000 options. On October 29, 2018 (Tranche 5), the Company approved the issue of a fifth tranche of 1,000,000 options to a new consultant of the Company pursuant to the Directors, Officers, Employees and Consultants Stock Option Plan, under which it authorized 50,000,000 options. As at November 30, 2018 and February 28, 2018, the Company has issued 6,706,500 and 5,606,500 options respectively. The fair value of each option granted is estimated at the time of grant using Black-Scholes option pricing model with the following assumptions: Tranche 1 Tranche 2 Tranche 3 Tranche 4 Tranche 5 Forfeiture rate 0.00 % 0.00 % 0.00 % 0.00 % 0.00 % Stock price $ 0.200 $ 0.200 $ 0.200 $ 0.160 $ 0.160 Exercise price $ 0.200 $ 0.200 $ 0.235 $ 0.200 $ 0.200 Volatility 291 % 259 % 136 % 123 % 123 % Market price $ 0.200 $ 0.200 $ 0.200 $ 0.160 $ 0.160 Risk free interest rate 1.49 % 1.62 % 2.70 % 3.01 % 2.91 % Expected life 5 Years 5 Years 5 Years 5 Years 5 Years Expected dividend rate 0.00 % 0.00 % 0.00 % 0.00 % 0.00 % Fair value of options $ 0.200 $ 0.160 $ 0.150 $ 0.130 $ 0.130 For Tranche 1, 50% of the grants vested immediately and 50% vested one year from grant date; for Tranche 2, 100% of the grants vested immediately; for Tranche 3, 25% of the grants vested on October 14, 2018 and thereafter 12.5% will vest every quarter; for Tranche 4, 25% of the grants will vest on January 15, 2019 and thereafter 25% will vest every quarter; and for Tranche 5, 25% of the grants will vest on April 29, 2019 and thereafter 25% will vest every quarter. 100% of the options for Tranche 3 have been forfeited. All grants will expire on the fifth anniversary of the grant date. The risk-free interest rate is based on the yield of U.S. Treasury securities that correspond to the expected holding period of the options. The volatility was determined based on the Company’s historical stock prices. The expected forfeiture (attrition) rates were based on the position of the consultants receiving the options. The dividend yield was based on an expected future dividend rate for the period at the time of grant. The following table summarizes the stock option activities of the Company: Number of options Weighted average exercise price Granted 8,706,500 0.208 Exercised — 0.208 Forfeited (2,000,000 ) 0.235 Outstanding as of November 30, 2018 6,706,500 0.200 The fair values of options relating to Tranche 1, Tranche 2, Tranche 3, Tranche 4 and Tranche 5 at the issuance dates were determined at $1,087,917, $19,353, $308,668, $13,190 and $129,880 respectively, which are to be expensed based on vesting conditions. During the quarter ended November 30, 2018, the Company recorded $17,316 relating to the above Tranches (2017: $155,429) and were included in stock-based compensation in the statement of operations with corresponding credit to additional paid-in-capital. As at November 30, 2018, there were 6,706,500 stock options outstanding and 5,606,500 stock options vested, with remaining contractual life terms ranging from 3.71 to 4.91 years. |