COMMON STOCK | 13. COMMON STOCK On September 1, 2019, the Company entered into an employment agreement with Yi-Hsiu Lin to serve as the Chief Executive Officer of the Company for a two -year term. Pursuant to the agreement, Mr. Lin will be compensated at an annual rate of $ 50,000 per year (the “Base Compensation”), prorated for any partial year in cash or 2,500,000 shares of restricted common stock, which vested on September 16, 2019 and September 1, 2020. In addition, Mr. Lin may be entitled to bonus compensation of up to three (3) times Base Compensation based on his achievement of appropriate performance criteria to be determined by the board of directors or a committee thereof. The fair value of the shares of restricted common stock was $ 1,250,000 and $ 1,000,000 , respectively, which was calculated based on a price per share of $ 0.50 and $ 0.40 , respectively and amortized over the service term. During the year ended August 31, 2021 and 2020, the Company amortized $ 1,000,000 and $ 1,250,000 , respectively, as remuneration. On September 1, 2019, the Company issued a director offer letter to Shui Fung Cheng, pursuant to which Mr. Cheng agreed to serve as a director of the Company for a one -year term. For his service as a director, Mr. Cheng will receive an annual compensation, prorated for any partial year, in the form of $ 30,000 in cash or 1,500,000 shares of restricted common stock. The offer letter provided that compensation, either in cash or shares of restricted common stock, shall be paid or granted immediately on September 1, 2019. The fair value of the shares of restricted common stock was $ 750,000 , which was calculated based on a price per share of $ 0.50 and amortized over the service term. The offer was renewed on September 1, 2020 and all shares were granted and vested on the same date. The fair value of the shares of restricted common stock was $ 600,000 , which was calculated based on a price per share of $ 0.40 and amortized over the service term. During the year ended August 31, 2021 and 2020, the Company amortized $ 600,000 and $ 750,000 , respectively, as remuneration. On September 1, 2019, the Company entered into a consulting agreement with a consultant to provide business development services to the Company for a one -year term. Pursuant to the agreement, the Company agreed to pay the consultant a fee of $ 40,000 in the form of 2,000,000 shares of restricted common stock, which vested on September 15, 2019, prorated for any partial year. The fair value of the shares of restricted common stock was $ 1,000,000 , which was calculated based on a price per share of $ 0.50 and amortized over the service term. During the year ended August 31, 2021 and 2020, the Company amortized $ nil and $ 1,000,000 , respectively, as consulting expenses under this agreement. On September 1, 2019, the Company entered into a consulting agreement with a consultant to provide business advisory services to the Company for a one -year term. Pursuant to the agreement, the Company agreed to pay the consultant a fee of $ 50,000 in the form of 2,500,000 shares of restricted common stock, which vested on September 15, 2019, prorated for any partial year. The fair value of the shares of restricted common stock was $ 1,250,000 , which was calculated based on a price per share of $ 0.50 and amortized over the service term. During the year ended August 31, 2021 and 2020, the Company amortized $ nil and $ 1,250,000 , respectively, as consulting expenses under this agreement. On June 30, 2020, the Company entered into a stock forfeiture letter (the “Stock Forfeiture Letter”) with First Leader Capital Ltd., a significant stockholder of the Company and an entity solely owned and controlled by Yi-Hsiu Lin, the Company’s Chief Executive Officer and a member of the Company’s board of directors. Pursuant to the Stock Forfeiture Letter, on June 30, 2020, First Leader Capital Ltd. forfeited and surrendered 5,500,000 shares (the “Surrendered Shares”) of the Company’s common stock, par value $ 0.0001 per share (the “Common Stock”), and the Surrendered Shares were automatically cancelled and retired (the “Stock Cancellation”). First Leader Capital Ltd. agreed to forfeit and cancel the Surrendered Shares in exchange for the benefit from reducing the Company’s outstanding Common Stock to be more in line with what management deems to be market expectations based on the Company’s current valuation. 5,500,000 shares were canceled on September 21, 2020. On March 1, 2020, the Company entered into a consulting agreement with a consultant to provide business advisory services to the Company for a one -year term. Pursuant to the agreement, the Company agreed to pay the consultant a fee of $ 60,000 and 1,000,000 shares of restricted common stock, which vested not later than June 30, 2020, prorated for any partial year. On June 30, 2020, the Company’s board of directors approved additional 500,000 shares to the consultant in exchange for services rendered. The shares were granted on July 7, 2020. On March 1, 2021, the Company renewed the consulting agreement for a one term. Pursuant to the agreement, the Company agreed to pay the consultant a fee of $ 60,000 and 1,000,000 shares of restricted common stock, which vested not later than June 30, 2021, prorated for any partial year. The fair value of the shares of restricted common stock was $ 750,000 and $ 100,000 , respectively which was calculated based on a price per share of $ 0.50 and $ 0.10 respectively and amortized over the service term. During the year ended August 31, 2021 and 2020, the Company amortized $ 425,000 and $ 375,000 , respectively, as consulting expenses under this agreement. On June 30, 2020, the Company’s board of directors agreed to grant a new employee of JFB, (i) 5,000,000 5,000,000 two As of August 31, 2020, 5,000,000 and 3,000,000 shares of common stock of the Company have been issued to the employee and service provider respectively. The fair value of the shares of restricted common stock to them was $ 3,200,000 , which was calculated based on a price per share of $ 0.40 . For the year ended August 31, 2021, a further 4,928,918 shares were vested to the employee upon achievement of the milestones set forth in the employee’s offer letters. During the year ended August 31, 2021, the Company amortized $ nil and $ 1,971,567 as professional fees and salaries respectively. During the year ended August 31, 2020, the Company amortized $ 1,200,000 and $ 2,237,500 as professional fees and salaries respectively. The shares were granted on July 7, 2020. From May to August 2020, the Company entered into securities purchase agreement with several accredited investors whereby the investors purchased a total of 3,925,035 shares of the Company’s common stock at $ 0.40 per share. The Company received aggregate gross proceeds of $ 1,570,014 . Pursuant to the terms of the securities purchase agreements, the investors have piggyback registration rights with respect to the shares. The Company issued 3,550,035 shares in July 2020 and the remaining was issued by early January 2021. The Company issued 8,415,111 shares of common stock for the acquisition of NPI in August 2020 (Note 1). On July 27, 2020, the Company issued an offer letter to a staff, pursuant to which the staff agreed to serve as an executive assistant of the Company. For the service as an executive assistant, the staff received a monthly compensation in the form of NT$ 77,000 ($ 2,717 ) for the first three months (probationary period) and thereafter NT$ 92,500 ($ 3,264 ) in cash. In addition, The staff would have been granted 50,000 shares of restricted common stock upon completion of the first year of service and 50,000 shares of restricted common stock if the staff met the criteria established by the Company. The fair value of the shares of restricted common stock was $ 50,000 , which was calculated based on a price per share of $ 1.00 and amortized over the service term. The Company cancelled the offer on May 1, 2021. During the year ended August 31, 2021 and 2020, the Company recognized $ 50,000 and $ nil respectively as compensation under this arrangement. On August 1, 2020, the Company entered into an agreement with a company for provision of consulting services by its employee to the Company for a one -year term. Pursuant to the agreement, the Company agreed to pay the provider an annual compensation of $ 66,000 , prorated for any partial year. In February 2021, both parties agreed to amend the annual compensation to $ 57,750 . In addition, for the services of its employees on a one-year term, the provider was granted 1,000,000 shares of restricted common stock, vested on September 15, 2020. The fair value of 1,000,000 shares granted was $ 400,000 , which was calculated based on the stock price of $ 0.40 per share on September 15, 2020 and will be amortized over the service term. During the year ended August 31, 2021 and 2020, the Company recognized $ 383,334 and $ 5,500 as compensation under these arrangements. The shares were issued on January 6, 2021. On August 3, 2020, the Company issued an offer letter to a staff, pursuant to which the staff agreed to serve as an executive assistant of the Company. For the service as an executive assistant, the staff received a monthly compensation in the form of NT$ 77,000 ($ 2,717 ) in cash. In addition, the staff would have been granted 50,000 shares of restricted common stock upon completion of the first year of service and 50,000 shares of restricted common stock if the staff met the criteria established by the Company. The fair value of the shares of restricted common stock was $ 50,000 , which was calculated based on a price per share of $ 1.00 and amortized over the service term. The Company cancelled the offer on May 1, 2021. During the year ended August 31, 2021 and 2020, the Company recognized $ 50,000 and $ nil respectively as compensation under this arrangement. On November 1, 2020, the Company entered into consulting agreements with two consultants to assist in monitoring and improving FinMaster APP for a one -year term. Pursuant to the agreement, the Company agreed to pay the consultants in the form of 2,500,000 shares of restricted common stock, which vested on November 1, 2020, prorated for any partial year. The fair value of the shares of restricted common stock was $ 2,500,000 , which was calculated based on a price per share of $ 1.00 and amortized over the service term. During the year ended August 31, 2021 and 2020, the Company amortized $ 2,083,334 and $ nil respectively as consulting expenses under these agreements. On February 8, 2021, the Company and First Leader Capital Ltd. mutually agreed to forfeit and surrender further 5,000,000 shares (the “Surrendered Shares”) of the Company’s common stock, par value $ 0.0001 per share (the “Common Stock”), and the Surrendered Shares were automatically cancelled and retired. First Leader Capital Ltd. agreed to forfeit and cancel the Surrendered Shares in exchange for the benefit from reducing the Company’s outstanding Common Stock to be more in line with what management deems to be market expectations based on the Company’s current valuation. On May 17, 2021, the Company and First Leader Capital Ltd. mutually agreed to forfeit and surrender further 13,132,500 shares (the “Surrendered Shares”) of the Company’s common stock, par value $ 0.0001 per share (the “Common Stock”), and the Surrendered Shares were automatically cancelled and retired. First Leader Capital Ltd. agreed to forfeit and cancel the Surrendered Shares in exchange for the benefit from reducing the Company’s outstanding Common Stock to be more in line with what management deems to be market expectations based on the Company’s current valuation. From May 2020 to August 2021, the Company entered into securities purchase agreements with several accredited investors whereby the investors purchased a total of 37,157,535 shares of the Company’s common stock at an average price of $ 0.140 per share. The Company received aggregate gross proceeds of $ 5,206,994 . Pursuant to the terms of the securities purchase agreements, the investors have piggyback registration rights with respect to the shares. The shares were fully issued by August 30, 2021. As of August 31, 2021, unrecognized share-based compensation expense was $ 2,274,266 . As of August 31, 2021, 100,000 shares were granted to employees and vested but not yet issued. |