Quarterly report pursuant to Section 13 or 15(d)

COMMON STOCK

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COMMON STOCK
6 Months Ended
Mar. 31, 2019
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).

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 six months ended March 31, 2018 (all shares are post-reverse stock split):

During the six months ended March 31, 2018, the Company received proceeds of $120,000 from accredited investors for the sale of 1,081,057 shares of the Company’s common stock at a price of $0.11 per share.

Transactions during the six months ended March 31, 2019 (all shares are post-reverse stock split):

In October 2018, the Company issued 324,749 and 271,094 shares of the Company’s common stock the Company’s CEO and CMO, respectively, at a price of $0.075 per share for payment of deferred wages.

In October 2018, the Company received proceeds of $25,000 from an accredited investor for the sale of 333,334 shares of the Company’s common stock at a price of $0.075 per share, under a subscription agreement for 666,667 shares for $50,000.

In January 2019, the Company issued 338,868 and 304,981 shares of the Company’s common stock the Company’s former CEO and the Company’s CMO, respectively, at a price of $0.075 per share for payment of deferred wages.

In January 2019, the Company issued 125,000 and 125,000 shares of the Company’s common stock the Company’s former CEO and the Company’s CMO, respectively, at a price of $0.075 per share for incentive payments of under their employment contracts.

In January 2019, the Company issued 582,489 and 388,327 shares of the Company’s common stock the Company’s CEO and CMO, respectively, at a price of $0.075 per share for payment of bonus shares under their employment contracts.

In February 2019, the Company issued 250,000 shares to a consultant for services at a price of $0.075 per share.

Effective March 31, 2019, the Company issued 125,000 and 125,000 shares of the Company’s common stock the Company’s CEO and CMO, respectively, at a price of $0.075 per share for incentive payments of under their employment contracts.

Effective March 31, 2019, the Company issued an aggregate of 2,453,929 shares to two employees at a price of $0.075 per share that became vested under their employment agreements.