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SHAREHOLDERS’ DEFICIT
 9 Months Ended
Sep. 30, 2021
Equity [Abstract]  
SHAREHOLDERS’ DEFICIT

NOTE－12 SHAREHOLDERS’ DEFICIT

 

Authorized stock

 

The Company is authorized to issue two classes of stock. The total number of shares of stock which the Company is authorized to issue is 100,000,000 shares of capital stock, consisting of 95,000,000 shares of common stock, $0.0001 par value per share, and 5,000,000 shares of preferred stock, $0.0001 par value per share.

 

The holders of the Company’s common stock are entitled to the following rights:

 

Voting Rights: Each share of the Company’s common stock entitles its holder to one vote per share on all matters to be voted or consented upon by the stockholders. Holders of the Company’s common stock are not entitled to cumulative voting rights with respect to the election of directors.

 

Dividend Right: Subject to limitations under Nevada law and preferences that may apply to any shares of preferred stock that the Company may decide to issue in the future, holders of the Company’s common stock are entitled to receive ratably such dividends or other distributions, if any, as may be declared by the Board of the Company out of funds legally available therefor.

 

Liquidation Right:. In the event of the liquidation, dissolution or winding up of our business, the holders of the Company’s common stock are entitled to share ratably in the assets available for distribution after the payment of all of the debts and other liabilities of the Company, subject to the prior rights of the holders of the Company’s preferred stock.

 

Other Matters: The holders of the Company’s common stock have no subscription, redemption or conversion privileges. The Company’s common stock does not entitle its holders to preemptive rights. All of the outstanding shares of the Company’s common stock are fully paid and non-assessable. The rights, preferences and privileges of the holders of the Company’s common stock are subject to the rights of the holders of shares of any series of preferred stock which the Company may issue in the future.

 

Common stock outstanding

 

As of September 30, 2021 and December 31, 2020, the Company had a total of 9,695,480 and 7,413,600 shares of its common stock issued and outstanding, respectively.

 

On February 10, 2021, the Company effected a 750 for 1 stock split of the issued and outstanding shares of the Company’s common stock. The number of authorized shares and par value remain unchanged. All share and per share information in this financial statements and footnotes have been retroactively adjusted for the periods presented, unless otherwise indicated, to give effect to the forward stock split.

 

On September 21, 2021, the Company effected a 1 for 2.5 stock split of the issued and outstanding shares of the Company’s common stock. The number of authorized shares and par value remain unchanged. All share and per share information in this financial statements and footnotes have been retroactively adjusted for the periods presented, unless otherwise indicated, to give effect to the reverse stock split.

 

An additional result of the stock split was that the stated value of preferred stock, the number of designated shares and outstanding shares of each series of preferred stock was unchanged in accordance to the respective certificate of designations. The number of authorized shares of preferred stock remained unchanged.

 
During the period ended September 30, 2021 and 2020, the Company issued 824,250 and 1,014,900 shares of common stock for employee services for the value of $1,707,557 and $1,023,494, respectively.

 

During the period ended September 30, 2021 and 2020, the Company issued 1,157,630 and 0 shares of common stock for director’s accrued salaries for the value of $960,834 and $0, respectively. The Company accounted $2,894,075 additional cost on these share issuance as loss on fair value of shares issued in 2021.

 

During the period ended September 30, 2021 and 2020, the Company issued 450,000 and 0 shares of common stock for director’s bonus for the value of $3,442,499 and $0, respectively.

 

During the period ended September 30, 2021 and 2020, the Company cancelled 150,000 and 0 shares of common stock at par value.

 

Warrants

 

In August 2019, the Company issued 21,000 shares of warrants to one employee for compensation of his service to purchase 21,000 shares of its common stock for the fair value of $17,500. Each share of warrant is converted to one share of common stock at an exercise price of $0.0001. The warrants will expire on the second (2nd) anniversary of the initial date of issuance. As at December 31, 2019, none of the warrants have been exercised. 21,000 shares fully exercised during the year ended December 31, 2020.

 

In December 2020, the Company issued certain numbers of warrants pursuant to the Series C-1 Subscription Agreement. Each redeemable warrant is entitled the holder to purchase one C-1 preferred share at a price of $420 per share. The warrants shall be exercisable on or before December 31, 2020 and September 30, 2021. During the nine months ended September 30, 2021, the Company issued 2,120 warrants. During the nine months ended September 30, 2020, the Company issued 1,824 warrants.

 

In December 2020, a total of 838 warrants are exercised in exchanged to 838 Series C-1 preferred shares. (refer note 13 for details).

 

On April 19, 2021, the Company extended the termination date of the Warrant issued to Preferred series C-1 holder by nine months from the expiration date of September 30, 2021 to December 31, 2021. The Company considers this warrant as permanent equity per ASC 815-40-35-2. As such, there is no value assigned to this extension.

 

The Company determined the fair value using the Black-Scholes option pricing model with the following assumptions for the period ended September 30, 2021 and year ended December 31, 2020:

 

      
   September 30, 2021  December 31, 2020
Dividend rate   0%   0%
Risk-free rate   2%   2%
Weighted average expected life (years)   9 months   9 months
Expected volatility   0%   0%(a)
Share price  $0.22   $0.22 

 

(a) The Company considered no volatility as from inception through the date there is very minimal transaction of the Company common stock.

 

Below is a summary of the Company’s issued and outstanding warrants as of September 30, 2021 and December 31, 2020:

         
   Warrants  Weighted average exercise price  Weighted
average
remaining
contractual life
(in years)
Outstanding as of December 31, 2019 (a)   21,000   $0.0001    1.3 
Issued (b)   4,094   $420    0.9 
Exercised   (21,838)  $(6.34)   1 
Expired   (1,209)  $(420)   (0.6)
Outstanding as of December 31, 2020   2,047   $420    0.6 
Issued (b)   2,120   $420    0.5 
Exercised   (238)  $(420)   —  
Expired   —     —     —  
Outstanding as of September 30, 2021 (b)   3,929   $420    0.5 

 

There is no intrinsic value for warrants as of September 30, 2021 and December 31, 2020.

 

(a) Common stock will be issued if those warrants exercise.

 

(b) Preferred stock series C-1 will be issued if those warrants exercise.