Annual report pursuant to Section 13 and 15(d)

COMMON STOCK

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COMMON STOCK
12 Months Ended
Sep. 30, 2018
COMMON STOCK [Abstract]  
COMMON STOCK
NOTE 12 – COMMON STOCK

On May 13, 2014, the Company filed its Articles of Incorporation with the State of North Carolina Secretary of State giving it the authority to issue 10,000,000 common shares, with no par value.  On February 3, 2016, the majority voting common shareholders approved the amendment of the Company’s articles of incorporation in order to increase its authorized common stock from 10,000,000 shares to 25,000,000 shares.

On September 11, 2017, TeleHealthCare executed an Agreement and Plan of Merger (the “Merger Agreement”) with HeadTrainer, Inc., a North Carolina corporation, and HT Acquisition Corp., a Wyoming corporation and wholly-owned subsidiary of HeadTrainer, Inc. (the “Acquisition”) whereby the Acquisition was merged with and into the Company (the “Merger”) in consideration for 52,500,000 newly-issued shares of Common Stock of the Company (the “Merger Shares”) (17,500,000 shares post-reverse stock split).  As a result of the Merger, HeadTrainer became a wholly-owned subsidiary of TeleHealthCare, and following the consummation of the Merger and giving effect to the retirement of approximately 47,000,000 shares (15,666,667 shares post-reverse stock split) (leaving approximately 24,000,000 shares remaining prior to the Merger or 8,000,000 shares post-reverse stock split), and the sale of approximately 10,000,000 shares (3,333,333 shares post-reverse stock split) at the Merger to accredited investors, the stockholders of HeadTrainer, Inc. became beneficial owners of approximately 61% of our issued and outstanding common stock.  Certain assets and liabilities of the original TeleHealthCare were then spun off, including assets and liabilities associated with CarePanda, with the Company assuming approximately $195,000 of remaining liabilities and changing the name of the newly merged company to HeadTrainer, Inc.  All TeleHealthCare stock options or warrants expired by September 30, 2017.  Warrants to purchase an aggregate of 1,500,000 shares of common stock (500,000 shares post-reverse stock split) remain from HeadTrainer, with a total of 2,625,000 HeadTrainer stock options cancelled (875,000 post-reverse stock split) (See Note 12).

As a result of the Merger, each HeadTrainer shareholder received approximately 2.53 newly issued shares of TeleHealthCare for every 1 common share of HeadTrainer owned.

Concurrent with Merger, our Board of Directors approved an amendment to our Articles of Incorporation (the “Amendment”) to (i) change our name to HeadTrainer, Inc.; (ii) to increase the number of our authorized shares of capital stock to 510,000,000 shares, of which 500,000,000 shares shall be common stock and 10,000,000 shares shall be blank check preferred stock; and (iii) to provide that the Company may take action without a meeting on the written consent of the holders of a majority of the shares entitled to vote at such meeting.

On March 22, 2018, the Board of Directors and Majority Shareholders approved an amendment to our Articles of Incorporation to change our name to XSport Global, Inc.

Transactions during the year ended September 30, 2018 (all shares are post-reverse stock split):

On October 2, 2017, the Company received proceeds of $60,000 from an accredited investor for the sale of 881,057 shares of the Company’s common stock at a price of $0.068 per share.

On January 10, 2018, the Company received aggregate proceeds of $60,000 from two investors for the sale of a total of 200,000 shares of the Company’s common stock at a price of $0.30 per share.

In April and May 2018, the Company received aggregate proceeds of $50,030 from two investors for the sale of a total of 333,334 shares of the Company’s common stock at a price of $0.15 per share.

In June 2018, the Company received aggregate proceeds of $150,004 from two investors for the sale of a total of 2,000,053 shares of the Company’s common stock at a price of $0.075 per share.

In June 2018, the Company granted the Company’s CEO and CMO an aggregate of 3,316,707 shares of the Company’s common stock for services with an aggregate fair value of approximately $248,000, of which $106,874 was credited against accrued payroll due.

In August 2018, the Company issued 450,000 shares in conjunction with the acquisition of Shift Now, Inc., at a price of $0.075 per share (see Note 6). Pursuant to the purchase agreement, the Company will issue an additional 250,000 shares based on Shift Now’s performance targets.

In August 2018, the Company received aggregate proceeds of $25,000 from an investor for the sale of a total of 333,333 shares of the Company’s common stock at a price of $0.075 per share.

In September 2018, the Company issued 400,000 shares to a consultant for services at a price $0.075 per share based on most recent equity raise.  The share issuance was in connection with a purchase agreement with Triton, to which Triton has agreed to purchase from us up to $1,000,000 of our common stock (subject to certain limitations). Also on August 29, 2018, we entered into a Registration Rights Agreement, or the Registration Rights Agreement, with Triton, pursuant to which we have filed with the SEC the registration statement that includes this prospectus to register for resale under the Securities Act of 1933, as amended, or the Securities Act, the shares that have been or may be issued to Triton under the Purchase Agreement.  No funds have been raised to date under this Agreement.

During the year ended September 30, 2018, the Company’s CEO was granted 333,333 shares of restricted common stock as part of future compensation and vested in 208,333 of those shares at $0.0681 per share, with a total value of $14,188 for services pursuant to his employment agreement dated September 15, 2017.  These shares have not yet been issued, however, the compensation expense has been recognized.  Total unrecognized compensation for these stock grants was approximately $8,513 as of September 30, 2018.

During the year ended September 30, 2018, the Company’s Chief Marketing Officer was granted 333,333 shares of restricted common stock as part of future compensation and vested in 125,000 of those shares at $0.0681 per share, with a total value of $14,188 for services pursuant to his employment agreement dated September 15, 2017.  These shares have not yet been issued, however, the compensation expense has been recognized.  Total unrecognized compensation for these stock grants was approximately $8,513 as of September 30, 2018.

Transactions during the year ended September 30, 2017 (all shares are post-reverse stock split):

On November 7, 2016, the two consultants agreed to convert a total of $300,000 of consulting fees earned in 2015 and 2016 into 1,011,191 shares of the Company’s common stock at a price of $0.30 per share.

On November 30, 2016, the Company granted 421,330 shares of common stock at $0.30 per share, with a total value of $125,000, to the Company’s former Chairman of the Board for services pursuant to his amended employment agreement dated April 22, 2015.

In January of 2017, the company received $25,000 from an accredited investor for 84,266 shares of the Company’s common stock at a price of $0.30 per share.

In February of 2017, the Company received $50,000 from an accredited investor for 168,532 shares of the Company’s common stock at a price of $0.30 per share.

In May of 2017, the Company received an aggregate of $40,000 from two accredited investors for 134,825 shares of the Company’s common stock at a price of $0.30 per share.

In August and September of 2017, the Company received an aggregate of $235,035 from accredited investors for 3,451,322 shares of the Company’s common stock at a price of $0.0681 per share.

During the year ended September 30, 2017, the Company’s Chairman of the Board agreed to convert $62,500 of deferred salary earned in 2016 into 210,665 shares of the Company’s common stock at a price of $0.30 per share.

During the year ended September 30, 2017, the Company’s president earned 209,626 shares of common stock at $0.30 per share, with a total value of $62,192 for services pursuant to his amended employment agreement dated May 16, 2016.

During the year ended September 30, 2017, the Company’s CTO earned 165,531 shares of common stock at $0.30 per share, with a total value of $49,110 for services pursuant to his amended employment agreement dated May 27, 2016.

During the year ended September 30, 2017, the Company’s Chief Marketing Officer earned 105,332 shares of common stock at $0.0681 per share, with a total value of $2,838 for services pursuant to his employment agreement dated September 15, 2017.

During the year ended September 30, 2017, the Company’s CEO earned 105,999 shares of common stock at $0.0681 per share, with a total value of $2,838 for services pursuant to his employment agreement dated September 15, 2017. Additionally, the CEO was granted 631,994 shares of common stock with a value of $0.0681 per share ($17,025 total) pursuant to the change of control clause in the CEO’s previous employment agreement dated June 16, 2017.

During the year ended September 30, 2017, a total of 410,433 common shares were earned by directors for services at a fair value of $121,767, or $0.30 per share.

During the year ended September 30, 2017, a total of 188,896 shares were earned by consultants and medical advisors for consulting services with an aggregate fair value of $52,253.

During the year ended September 30, 2017, the Company granted NUWA an additional 88,884 shares with a fair value of $26,370, or $0.30 per share, under their non-dilution clause included in the April 22, 2016 agreement.  No further non-dilution shares are due under the agreement.