NOTE 6. STOCKHOLDERS' DEFICIT | The Company’s capitalization is comprised of 600,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued. On April 18, 2018, the Company filed a Certificate of Amendment to Articles of Incorporation, as amended, with the Nevada Secretary of State to amend the Company’s Articles of Incorporation to increase the number of authorized shares of common stock from 75,000,000 to 600,000,000 shares, par value of $0.001 per share. Pursuant to the Share Exchange Agreement (See Note 1), the Company issued an aggregate of 115,550,000 shares of common stock to the shareholders of China VTV and five individuals who provided prior services to China VTV on May 6, 2019. On September 30, 2019, China VTV Limited, a Nevada corporation (the “Company”), entered into a strategic development agreement (the “Strategic Development Agreement”) with CybEye Image, Inc. (“CybEye”), pursuant to which CybEye will develop and provide technical support and maintenance to the Company’s online streaming media platform (“OTT Platform”) and incorporate blockchain technologies to the Company’s OTT Platform to enhance security. The Strategic Development Agreement shall continue in full force and effect until September 29, 2022. During the term of the Strategic Development Agreement, CybEye will develop the OTT Platform only for the Company, and will not engage in providing any services to other media companies. Subject to the terms and conditions of the Strategic Development Agreement, the Company shall issue to CybEye two million and five hundred thousand (2,500,000) shares of its unissued and registered common stock at one time and forty thousand (40,000) shares its unissued and registered common stock per month during the term of the Strategic Development Agreement upon the effectiveness of a registration statement to register those shares. Pursuant to the terms of the Strategic Development Agreement, upon listing of the Company’s common stock on a national stock exchange market, the Company shall make a cash payment of $150,000 to CybEye instead of the stock payment at the end of each whole month for CybEye’s services pursuant to this Agreement. In connection with the Strategic Development Agreement, on September 30, 2019, the Company and CybEye entered into a non-exclusive licensing agreement (the “Licensing Agreement”), pursuant to which the Company and its affiliates were granted a fully-paid perpetual non-exclusive right and license to use and develop any intellectual property and proprietary information, including, without limitation, any patents and trademarks as set forth in Schedule A thereto, which CybEye owns, to carry out the purposes and goals of the Strategic Development Agreement. On December 13, 2019, the Company and CybEye entered into an amendment to the non-exclusive licensing agreement (the “Licensing Agreement”) dated September 30, 2019, pursuant to which the term of the Licensing Agreement was amended to twenty (20) years (from September 30, 2019 to September 29, 2039) and the Company agreed to issue 2,500,000 shares of its common stock to CybEye as set forth in the Strategic Development Agreement dated September 30, 2019. For the nine months ended November 30, 2019, the Company recognized stock-based compensation expense of $250,000 pursuant to the Strategic Development Agreement. 2019 Stock Plan On November 29, 2019, the board of directors (the “Board”) of China VTV Limited (the "Company") adopted an incentive stock plan (the “2019 Stock Plan”), under which the Company may issue up to an aggregate of 22,000,000 shares of stock awards, options, or performance shares, subject to certain adjustments set forth therein. The Board of the Company has the sole authority to implement and administer the 2019 Stock Plan and may delegate a committee or one or more officers to grant awards under the 2019 Stock Plan. This 2019 Stock Plan became effective upon the Board approval on November 29, 2019 and shall terminate ten years thereafter. Pursuant to the 2019 stock plan, the Company entered Stock Award Agreements with five employees, and agreed to issue 550,000 shares of common stock in aggregate to the five employees on September 3, 2019 ("Date of Award"), vested immediately on the Date of Award. For the nine months ended November 30, 2019, the Company recognized stock-based compensation expense of $3,778,500 based on the adjusted close price on the Date of Award. Stock Option On September 30, 2019, the Company and Mr. Bing Liu (the “Executive”) entered into an executive employment agreement (the “Executive Employment Agreement”), in accordance with which, subject to the approval of the board of directors of the Company (the “Board”), the Executive shall be elected as a member of the Board and the Chief Technology Officer (“CTO”) of the Company. In connection with the Executive Employment Agreement, on September 30, 2019 (the “Grant Date”), the Company and the Executive entered into the Stock Option Agreement under the Company’s 2019 stock plan, whereby the Company issued the Executive options (the “Options”) to purchase an aggregate of five hundred thousand (500,000) shares of the Company’s common stock, at an exercise price of $12.00 per share. The Stock Option Agreement provides that the Options shall become exercisable on September 29, 2020, one year from the Grant Date, and shall expire on September 29, 2026. Subject to the terms of the Stock Option Agreement and Plan, the Options shall vest in equal amounts each quarter from the Grant Date. Compensation costs associated with the Company’s stock options are recognized, based on the grant-date fair value of these options, over the vesting period. Accordingly, the Company recognized stock-based compensation expense of $263,609 for the three and nine months ended November 30, 2019. The fair value of the stock options granted for the nine months ended September 30, 2019 was calculated using the Black-Scholes option-pricing model applying the following assumptions: For the Nine Months Ended November 30, 2019 Risk free interest rate 1.56 % Expected term 3.81 years Dividend yield - Expected volatility 31.46 % As of November 30, 2019, none of the options has been granted, issued, or outstanding under the 2019 Stock Plan. An aggregate of 500,000 underlying shares is expected to vest one year from the Grant Date, with the weighted-average exercise price of $12 per share, the weighted-average contractual life remaining in 6 years, and the aggregate intrinsic value is zero. |