Quarterly report pursuant to Section 13 or 15(d)

Share Capital

v3.6.0.2
Share Capital
3 Months Ended
Dec. 31, 2016
Notes to Financial Statements  
NOTE 5 - Share Capital

The Company is authorized to issue 200,000,000 shares of common stock. On April 12, 2016, the Company amended the article with the Wyoming secretary of state to increase the amount of authorized shares to 500,000,000. 

 

In the year ending September 30, 2013, the Company issued 40,000,000 shares of its common stock to its chairman and treasurer as founder shares and $5,000,000 shares for services valued by the Company at $5,000. 

 

In the year ending September 30, 2014, the Company issued 710,000 shares of our common stock for services with a value attributed to them of $17,750. These vested quarterly over a year. 

 

In the year ending September 30, 2014, the Company issued 2,500,000 shares of our common stock for assets related to CarePanda with a value attributed to them of $62,500.

 

The Company completed a private placement on September 30, 2014 whereby it sold 1,681,000 shares of common stock for $42,025.

 

On December 29, 2015, the Company entered into an agreement to issue 400,000 shares of our common stock for services with a fair value attributed to them of $220,000.

 

On February 11, 2016, the Company partially completed a private placement offering to certain institutional and accredited investors pursuant to which the Company sold an aggregate of 750,000 shares of the Company’s common stock resulting in gross proceeds of $75,000 to the Company. The numbers of shares are restated at 2,250,000 shares to reflect the one-for-three forward stock split filed on June 3, 2016.

 

On June 3, 2016, the Company filed an Articles of Amendment to the Company’s Articles of Incorporation to effect a one-for-three forward stock split (the “Forward Stock Split”) of the outstanding common stock of the Company. The Forward Stock Split became effective on June 23, 2016 and was retroactively adjusted for all periods presented. As a result of the Forward Stock Split, the number of outstanding shares of the common stock increased to approximately 153,123,000. The Forward Stock Split affected all shareholders of the Company uniformly.

 

On August 15, 2016, the Company sold an aggregate of 250,000 shares of the Company’s common stock resulting in the gross proceeds of $25,000 to the Company associated with the private placement offering in February 2016. The numbers of shares are restated at 750,000 shares to reflect the one-for-three forward stock split filed on June 3, 2016.

 

On September 1, 2016, the Company granted a consultant, an option to purchase 1,000,000 shares of common stock at $0.1 per share. The option is exercisable as to 25% on the first quarter of the grant date and as to an additional 25% at the end of each successive fiscal quarter following the grant date. Fair value of the option is calculated using Black-Scholes Option Pricing Model with the following weighted average assumptions.

 

Black-Scholes Option Pricing Model – Stock Option

 

Current Stock Price   $ 0.10  
Exercise Price   $ 0.10  
Risk-Free Interest Rate   0.60 %
Expected Life of Option     1  
Volatility     289.2 %
Dividend Yield     0 %
    $ 0.09  

 

Schedule of Stock Options Roll Forward   Shares Under Option     Weighted Average Exercise Price     Weighted Average Remaining Contractual Life     Aggregate Intrinsic Value  
Outstanding as of September 30, 2015     -     $ -       -     $ -  
Granted     1,000,000       0.1     1 year       -  
Expired / Cancelled     -       -       -       -  
Outstanding as of September 30, 2016     1,000,000     $ 0.1     0.92 years     $ -  
Granted     -       -       -       -  
Expired / Cancelled     -       -       -       -  
Outstanding as of December 31, 2016     1,000,000       0.1     0.67 years       -  
Exercisable at December 31, 2016     1,000,000     $ 0.1     0.67 years     $ -  

 

On October 1, 2016, the Company signed a one-year consulting agreement with Re-Habit LLC as exclusive reseller of the CarePanda App for the rehab industry. Re-Habit LLC was offered exercisable stock warrants of 7,693,650 common shares of the Company, vesting immediately upon signing the agreement. Re-Habit is entitled to additional shares of restricted common stock based on future performance, if total shares received from the Company does not exceed 33.3% of the outstanding company shares at any time. The shares have an exercise price of $0.001 with 6 month lock up from the date the shares were issued. Fair value of the stock warrant is calculated using Black-Scholes Option Pricing Model with the following weighted average assumptions.

 

Black-Scholes Option Pricing Model – Stock Warrant  
       
Current Stock Price   $ 0.35  
Exercise Price   $ 0.001  
Risk-Free Interest Rate     0.60 %
Expected Life of Option     1  
Volatility     260.0 %
Dividend Yield     0 %
Call Option Value   $ 0.35  

 

Schedule of Stock Warrant Roll Forward   Shares Under Stock Warrant     Weighted Average Exercise Price     Weighted Average Remaining Contractual Life     Aggregate Intrinsic Value  
Outstanding as of September 30, 2016     -     $ -       -     $ -  
Granted     7,693,650       0.001     1 year       -  
Expired / Cancelled     -       -       -          
Outstanding as of December 31, 2016     7,693,650       0.001     0.75 years       -  
Execrisable at December 31, 2016     7,693,650     $ 0.001     0.75 years     $ -  

  

The company recognized stock compensation expenses of $21,306 and $220,000 during the three months ended December 31, 2016 and 2015, respectively, related to stock option awards granted to certain individuals providing service to the company based on the grant date fair value of the awards, net of estimated forfeitures. The company recognized stock warrant expense of $2,685,920 and $0 during the three months ended December 31, 2016 and 2015, respectively, related to stock warrants granted to certain companies providing service to the company based on the grant date fair value of the awards, net of estimated forfeitures.

 

At December 31, 2016, the company had $106,528 of unrecognized compensation expense (net of estimated forfeitures) associated with stock option awards which the Company expects will be recognized through September 2017.

 

As December 31, 2016, there are approximately 153,873,000 shares outstanding.