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 was 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 was 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. On September 1, 2021, the Company renewed the employment agreement with Yi-Hsiu Lin for additional two years . Pursuant to the agreement, Mr. Lin will be compensated at an annual rate of $ 120,000 per year (the “Base Compensation”), prorated for any partial year, payable in cash or with 2,500,000 shares of restricted common stock, which would vest as of March 1, 2022 and March 1, 2023. In addition, Mr. Lin may be entitled to bonus compensation of up to three times the 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 for the first year ending August 31, 2022 was $ 250,000 , which was calculated based on a price per share of $ 0.10 and amortized over the service term. During the six months ended February 28, 2022 and 2021, the Company amortized $ 125,000 and $ 500,000 , respectively, as remuneration. During the three months ended February 28, 2022 and 2021, the Company amortized $ 62,500 and $ 250,000 , respectively. 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. Mr. Cheng would 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, would 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 granted on September 1, 2020 was $ 1,500,000 , which was calculated based on a price per share of $ 0.40 and amortized over the service term. On September 1, 2021, 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 would receive an annual compensation, prorated for any partial year, in the form of $ 80,000 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, would be paid or granted immediately on September 1, 2021. The fair value of the shares of restricted common stock granted on September 1, 2021 was $ 150,000 , which was calculated based on a price per share of $ 0.10 and amortized over the service term. During the six months ended February 28, 2022 and 2021, the Company amortized $ 75,000 and $ 300,000 , respectively, as remuneration. During the three months ended February 28, 2022 and 2021, the Company amortized $ 37,500 and $ 150,000 , respectively. 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 0.0001 5,500,000 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. On March 1, 2021, the Company renewed the consulting agreement 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, 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 six months ended February 28, 2022 and 2021, the Company amortized $ 50,000 and $ 375,000 respectively as consulting expenses under this agreement. During the three months ended February 28, 2022 and 2021, the Company amortized $ 25,000 and $ 187,500 respectively. The shares were granted on July 7, 2020 and December 16, 2021, respectively. On June 30, 2020, the Company’s board of directors agreed to grant a new employee of JFB, (i) 5,000,000 shares of restricted common stock in connection with such employee’s employment (the “Inducement Shares”) and (ii) 5,000,000 shares of restricted common stock upon the achievement of each of two milestones set forth in such employee’s offer letter relating to the FinMaster mobile application . As of August 31, 2020, 5,000,000 common shares of the Company had been issued to the employee. The fair value of the shares of restricted common stock issued to him was $ 6,000,000 , which was calculated based on a price per share of $ 0.40 . As of February 28, 2022, apart from the 5,000,000 Inducement Shares, 6,128,868 shares were vested to the employee upon achievement of the milestones set forth in the employee’ offer letters. During the six months ended February 28, 2022 and 2021, the Company amortized $ 242,481 and $ 1,584,593 , respectively, as salaries. During the three months ended February 28, 2022 and 2021, the Company amortized $ 33,084 and $ 337,832 , respectively. As of February 28, 2022, 10,000,000 shares were issued. The Company issued 8,415,111 On July 27, 2020, the Company issued an offer letter to a staff member, pursuant to which the staff member agreed to serve as an executive assistant of the Company. For the service as an executive assistant, the staff member 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 member 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 member 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 six and three months ended February 28, 2021, the Company recognized $ 29,167 and $ 12,500 respectively as compensation under this arrangement. On August 1, 2020, the Company entered into a one-year consulting services agreement with a company. Pursuant to the agreement, the Company agreed to pay the provider an annual compensation of $ 66,000 , prorated for any partial year. In addition, for the services rendered by the provider’s employees, 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 and will be amortized over the service term. During the six months ended February 28, 2022 and 2021, the Company recognized $ 16,666 and $ 183,333 respectively as compensation under these arrangements. During the three months ended February 28, 2022 and 2021, the Company recognized $ nil and $ 100,000 respectively. The shares were issued on January 6, 2021. On August 3, 2020, the Company issued an offer letter to a staff member, pursuant to which the staff member agreed to serve as an executive assistant of the Company. For the service as an executive assistant, the staff member 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 she 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 six and three months ended February 28, 2021, the Company recognized $ 29,167 and $ 12,500 respectively as compensation under this arrangement. On November 1, 2020, the Company entered into one-year consulting agreements with two consultants to assist in monitoring and improving FinMaster APP. Pursuant to the agreement, the Company agreed to pay the consultants 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 six months ended February 28, 2022 and 2021, the Company amortized $ 416,666 and $ 833,333 respectively as consulting expenses under these agreements. During the three months ended February 28, 2022 and 2021, the Company amortized $ 0 and $ 625,000 respectively. On February 8, 2021, the Company and First Leader Capital Ltd. mutually agreed to further forfeit and surrender 5,000,000 shares (the “Surrendered Shares”) of the Company’s common stock, par value $ 0.0001 per share (the “Common Stock”). The Surrendered Shares were automatically cancelled and retired. First Leader Capital Ltd. agreed to forfeit and cancel the Surrendered Shares in exchange for 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., again, mutually agreed to forfeit and surrender 13,132,500 shares (the “Surrendered Shares”) of the Company’s common stock, par value $ 0.0001 per share (the “Common Stock”). The Surrendered Shares were automatically cancelled and retired. First Leader Capital Ltd. agreed to forfeit and cancel the Surrendered Shares in exchange for 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 September 1, 2021, the Company issued an offer letter to Hsu Kuo-Hsun, pursuant to which Mr. Hsu agreed to serve as chairman of LOC for two years . Per the terms of the offer letter, Mr. Hsu will receive a monthly remuneration of NT$ 60,000 (equivalent to $ 2,157 ) in cash and 2,400,000 shares of restricted common stock, which shall be granted in two equal tranches and vested on March 1, 2022 and March 1, 2023. The fair value of the shares of restricted common stock for the first year ending August 31, 2022 was $ 120,000 , which was calculated based on a price per share of $ 0.10 and amortized over the service term. During the six and three months ended February 28, 2022, the Company amortized $ 60,000 and $ 30,000 , respectively, as consulting expenses under this agreement. On September 1, 2021, the Company issued a Senior Vice President (“SVP”) offer letter to Chiao Chien, pursuant to which Mr. Chiao agreed to serve as SVP of user experience of the Company for two years . For his services, Mr. Chiao will receive a monthly remuneration of RMB 17,000 (equivalent to $ 2,648 ) in cash and 3,000,000 shares of restricted common stock, which shall be granted in two equal tranches and vested on March 1, 2022 and March 1, 2023. The fair value of the shares of restricted common stock for the first year ending August 31, 2022 was $ 150,000 , which was calculated based on a price per share of $ 0.10 and amortized over the service term. During the six and three months ended February 28, 2022, the Company amortized $ 75,000 and $ 37,500 , respectively, as consulting expenses under this agreement. 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 0.140 5,206,994 From September to December 2021, the Company entered into securities purchase agreements with several accredited investors whereby the investors purchased a total of 9,010,000 0.13 1,150,000 In January 2022, two holders agreed to convert convertible notes with a principal amount of $ 400,000 1,600,000 1,632,000 As of February 28, 2022, unrecognized share-based compensation expense was $ 1,883,453 As of February 28, 2022, 4,578,868 |