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CAPITAL STOCK

6 Months Ended

Mar. 31, 2023

NOTE 8 - CAPITAL STOCK

Common Stock

The Company has authorized 500,000,000 common shares, par value $0.001. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought. As of March 31, 2023, and September 30, 2022, there were 392,815,420 and 379,760,670, respectively, common shares issued and outstanding.

During the six months ended March 31, 2023, the following shares of common stock were issued:

	·	7,750,000 shares of common issued for services. The Company valued the shares at $682,575 based on the price of the common stock on the date the Company agreed to issue the shares.

	·	750,000 shares issued for payment of $30,000 of accounts payable. The value of the shares issued was $39,375 based upon the share price of the Company’s common stock on the date the Company agreed to issue the common stock. The Company included $9,375 in stock-based compensation for the three and six months ended March 31, 2023.

	·	54,750 shares of common stock were issued in settlement of stock payable.

	·	4,000,000 shares of common stock were issued pursuant to a stock subscription agreement. The Company sold the shares $0.02 and sold 1) a warrant to purchase 2,000,000 shares of common stock for $5,000. The warrant has an exercise price of $0.02 and expires July 1, 2024. The Company also sold or $5,000 a warrant to purchase 100,000 shares of RM Stock for $1.00 with an expiry date of July 1, 2024.

Preferred Stock

The Company has 100,000,000 shares authorized as preferred stock, par value $0.001 (the “Preferred Stock”), which such Preferred Stock shall be issuable in such series, and with such designations, rights and preferences as the Board of Directors may determine from time to time.

Series C Preferred Stock

Under the terms of the Certificate of Designation of Series C Preferred Stock, 12,000,000 shares of the Company’s preferred shares are designated as Series C Preferred Stock. Each share of Series C Preferred Stock is convertible into one hundred shares Common Stock and each share of Series C Preferred Stock is entitled to one hundred votes. As of March 31, 2023, and September 30, 2022, there were 600,000 shares of Series C Preferred Stock issued and outstanding.

Series D Preferred Stock

On September 30, 2020, the Company filed an Amended and Restated Certificate of Designation with the State of Nevada of the Company’s Series D Preferred Stock. Under the terms of the Amendment to Certificate of Designation of Series D Preferred Stock, 50,000 shares of the Company’s preferred shares are designated as Series D Preferred Stock. Each share of Series D Preferred Stock is convertible into one share of fully paid and non-assessable Common Stock. For so long as any shares of the Series D Preferred Stock remain issued and outstanding, the Holders thereof, voting separately as a class, shall have the right to vote on all shareholder matters equal to two times the sum of all the number of shares of other classes of Corporation capital stock eligible to vote on all matters submitted to a vote of the stockholders of the Corporation. On September 30, 2020, the Company issued 50,000 shares of Series D Preferred Stock to a Company controlled by the Company’s CEO, in satisfaction of $1,347,894 of capital stock to be issued. As of March 31, 2023, and September 30, 2022, there were 50,000 shares of Series D Preferred Stock issued and outstanding.

Series E Preferred Stock

On June 2, 2021, the Company filed a Certificate of Designation with the State of Nevada. Under the terms of the Certificate of Designation 13,650,000 (as amended on June 10, 2021) were designated as Series E Preferred Stock. Each share of Series E Preferred Stock is convertible into one share of fully paid and non-assessable Common Stock. For so long as any shares of the Series E Preferred Stock remain issued and outstanding, the Holders thereof, voting separately as a class, shall have the right to vote one share on all matters submitted to a vote of the stockholders of the Corporation. As of March 31, 2023, and September 30, 2022, there were no shares of Series E Preferred stock issued and outstanding.

Series F Preferred Stock

On November 24, 2021, the Company filed a Certificate of Designation with the State of Nevada. Under the terms of the Certificate of Designation 59,270,000 were designated as Series F Preferred Stock. Each share of Series F Preferred Stock is convertible into one share of fully paid and non-assessable Common Stock at any time by the holder. For so long as any shares of the Series F Preferred Stock remain issued and outstanding, the Holders thereof, voting separately as a class, shall have the right to vote one share on all matters submitted to a vote of the stockholders of the Corporation. The Series F Preferred Stock automatically converts to common stock after the shares of common stock closing market price is at least $0.20 for twenty (20) consecutive trading days. As of March 31, 2023, and September 30, 2022, there were no shares of Series F Preferred Stock issued and outstanding.

Stock Payable (Capital stock to be issued)

As of September 30, 2021, the Company had $323,583 of capital stock to be issued. During the year ended September 30, 2022, 4,000,000 shares of common stock was issued, which reduced the capital stock to be issued by $268,833. During the six months ended March 31, 2023, the Company issued 54,750 shares of common stock. As of March 31, 2023, and September 30, 2022, the Company has $-0- and $54,750, respectively, of capital stock to be issued, which is included in the liability section of the balance sheets presented herein.

Stock Options

On February 1, 2023, pursuant to a three-year consulting agreement, the Company granted an option to purchase 10,000,000 shares of common stock with an exercise price of $0.02 and an expiration date of July 1, 2025. The options vest over a two-year period at the rate of 25% every six months beginning on the six-month anniversary date of the agreement. The Company valued the option at $639,543 and will amortize the value over the three-year term of the agreement. For the three and six months ended March 31, 2023, the Company has included $35,530 in stock-based compensation expense, related party.

On March 3, 2023, pursuant to a one-year consulting agreement, the Company granted an option to purchase 10,000,000 shares of common stock with an exercise price of $0.02 and an expiration date of July 1, 2025. The options vest over a two-year period at the rate of 25% every six months beginning on the six-month anniversary date of the agreement. The Company valued the option at $449,651 and will amortize the value over the one-year term of the agreement. For the three and six months ended March 31, 2023, the Company has included $37,471 in stock-based compensation expense.

The following table summarizes activities related to stock options of the Company for the six months ended March 31, 2023.

	Number of Options		Weighted- Average Exercise Price per Share		Weighted- Average Remaining Life (Years)
Outstanding at October 1, 2022		-	$	-		-
Issued		20,000,000	$	0.02		2.37
Outstanding at March 31, 2023		20,000,000	$	0.02		2.25
Exercisable at March 31, 2023		-0-	$	-0-		-

As of March 31, 2023, 20,000,000 options to purchase shares of common stock remain unvested and $1,106,193 of stock compensation expense remains unrecognized and is being expensed over a weighted average period of xx years from the date of the grant.

Warrants

On February 1, 2023, pursuant to a three-year consulting agreement, the Company granted a warrant to purchase 250,000 shares of RM common stock with an exercise price of $1.00 and an expiration date of July 1, 2025. The Company valued the warrant at $624,458 and will amortize the value over the three-year term of the agreement. For the three and six months ended March 31, 2023, the Company has included $34,692 in stock-based compensation expense, related party.

On February 8, 2023, an investor paid $5,000 to acquire a warrant to purchase 2,000,000 shares of common stock. The warrant has an exercise price of $0.02 per share and expires July 1, 2024. The Company also issued a warrant to purchase 100,000 shares of RM Stock, with an exercise price of $1,00 and an expiration date of July 1, 2024.

On February 10, 2023, pursuant to a convertible note with a current shareholder of the Company, the Company issued a warrant to the investor to purchase 2,000,000 shares of common stock at an exercise price of $0.025 per share and an expiration date of July 1, 2025. The Company valued the warrant at $79,914, based on the Black Scholes option pricing model. The Company also issued a warrant to purchase 100,000 shares of RM Stock at an exercise price of $1.00 and an expiration date of July 1, 2025. The Company valued the RM Stock warrant at $249,811, based on the Black Scholes option pricing model. The Company applied $43,416 to the note as a discount based on the allocations of the fair values of the warrants and the note. The Company will charge the note discount to interest expense over the term of the note. For the three and six months ended March 31, 2023, the Company recorded interest expense of $4,196.

On March 1, 2023, an investor paid $5,000 to acquire a warrant to purchase 2,000,000 shares of common stock. The warrant has an exercise price of $0.02 per share and expires July 1, 2024. The Company also issued a warrant to purchase 100,000 shares of RM Stock, with an exercise price of $1,00 and an expiration date of July 1, 2024.

On March 3, 2023, pursuant to a convertible note with a current shareholder of the Company, the Company issued a warrant to the investor to purchase 2,000,000 shares of common stock at an exercise price of $0.025 per share and an expiration date of July 1, 2025. The Company valued the warrant at $89,916, based on the Black Scholes option pricing model. The Company also issued a warrant to purchase 100,000 shares of RM Stock at an exercise price of $1.00 and an expiration date of July 1, 2025. The Company valued the RM Stock warrant at $249,822, based on the Black Scholes option pricing model. The Company applied $43,585 to the note as a discount based on the allocations of the fair values of the warrants and the note. The Company will charge the note discount to interest expense over the term of the note. For the three and six months ended March 31, 2023, the Company recorded interest expense of $2,511.

On March 3, 2023, pursuant to a one-year consulting agreement with a Company shareholder, the Company issued to the shareholder a warrant to purchase 250,000 shares of RM Stock with an exercise price of $1,00 and an expiration date of July 1, 2025. The Company valued the warrant at $624,556 and will amortize the value over the one-year term of the agreement. For the three and six months ended March 31, 2023, the Company has included $52,046 in stock-based compensation expense.

The following table summarizes activities related to warrants of the Company for the six months ended March 31, 2023.

	Number of Warrants		Weighted Average Exercise Price Per Share		Weighted Average Remining Life (Years)
Outstanding at October 1, 2022		-0-	$	-0-		-0-
Issued		8,000,000		0.0225
Outstanding and exercisable at March 31, 2023		8,000,000	$	0.0225		1.75

The following table summarizes activities related to warrants to purchase RM Stock from the Company for the six months ended March 31, 2023.

	Number of Warrants		Weighted Average Exercise Price Per Share		Weighted Average Remining Life (Years)
Outstanding at October 1, 2022		-0-	$	-0-		-0-
Issued		900,000		1.00		2.15
Outstanding and exercisable at March 31, 2023		900,000	$	1.00		2.03