Doesn't look bad at all... IONI
NOTE 9. Stockholders’ Equity
As indicated in NOTE 3, on September 29, 2022, the Company effectuated an Equity Transfer Agreement (the “Sell-Off Agreement”) among the Company, Communications and JFJ Digital Corp., a Delaware corporation (“JFJ”), whereby all of the outstanding equity of Communications was transferred to JFJ in exchange for the return of 15,306,119 shares of the Company’s Common Stock held by Jae Cheol Oh and Hong Rae Kim, the Company’s principal executive officer and members of the Board of Directors (the “Sell-Off”). After the “Sell-off”, the Company had 19,724,220 common shares outstanding.
In September 2022, the Company established a series of preferred stock as “Series A Convertible Preferred Stock”. The authorized number of Series A Preferred Shares is six thousand (6,000). Each Series A Convertible Preferred Share has a par value of $0.0001. In January 2023, the Company issued 3,600 shares of convertible preferred stock – Series A for $214,286 cash consideration. Also according to the Purchase Agreement, $214,286 was distributed to the former major shareholder. Each Series A Preferred Share is convertible into Ten Thousand (10,000) shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and is entitled to vote on matters as to which holders of the Common Stock shall be entitled to vote at a rate of Ten Thousand (10,000) votes per share of Series A Preferred.
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In September 2022, the Company established a series of preferred stock as “Series B Convertible Preferred Stock”. The authorized number of Series B Preferred Shares is six thousand (6,000). Each Series B Convertible Preferred Share has a par value of $0.0001. In January 2023, the Company issued 6,000 shares of preferred stock Series B according to a Contribution Agreement (the “Contribution Agreement”) with certain Purchasers (the “Purchasers”) pursuant to which the Purchasers agreed to purchase 6,000 shares of a newly created Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred”), for the consideration of cash $35,714. Each Series B Convertible Preferred Share is convertible into one thousand (1,000) shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”).
Also in January 2023, the 6,000 preferred stock Series B were converted to 6,000,000 common shares.
Again in January 2023, the Company cancelled 350 shares of common stock per shareholders’ request.
In May 2023, the Company issued 1,000 shares of preferred A stock for the value of $219,500. As of September 30, 2023, the total number of preferred A shares was 4,600.
In May 2023, the Company issued 1,136,364 shares of the Company’s common stock to Nahla Jacobs according to the service agreement signed with Nahla Jacobs and Nahla Saleh Jacobs Trust and Orbits Acquisition Group LLC. The share price was $0.22 per share and the total value was $250,000.
Also in May 2023, the Company issued 550,000 shares of common stock according to the service agreement the Company signed with Dutchess Group LLC at $0.22 per share and the total value is $121,000.
In May and June 2023, the Company received $100,000 and $71,342, respectively, for stock to be issued. The total of $171,342 was recorded as a liability because if the Company was not able to issue the stock, the funds would be returned. In September 2023, the Company decided to issue the stock and the total amount of $171,342 was reclassified to stock to be issued. In August 2023, the Company received additional $5,000 for the stock to be issued. As of September 30, 2023, the total amount of stock to be issued was $176,342.
On August 30, 2023, the Company executed a Board Resolution concerning Series A Preferred voting rights to be increased from 1,000 common stock to 20,000 to be effective after the Company completes the due-notice requirements with the State of Delaware.
As of September 30, 2023, the Company had 27,410,234 shares of common stock issued and outstanding.
NOTE 10. Subsequent Events
The Company follows the guidance in FASB ASC 855-10 for the disclosure of subsequent events. The Company evaluated subsequent events through the date the financial statements were issued and determined the Company did not have any material subsequent event except the following:
On October 30, 2023, I-ON Digital Corp. (the “Company”) entered into a Contribution and Exchange Agreement (the “Contribution and Exchange Agreement”) with Orebits Acquisition Group, a Wyoming limited liability company (“OAG”), pursuant to which the Company will acquire 910,000 shares of currently outstanding common stock of Orebits Corp. (“Orebits”), representing a controlling interest in Orebits, in exchange for 910,000 shares of Series C Preferred Stock of the Company (“Series C Stock” and such transaction, the “Transaction”). As part of the Contribution and Exchange Agreement, upon and by virtue of the consummation of the Transaction, OAG will transfer all its right, title and interest in and to approximately 9,700 Orebits.AU gold-backed digital assets to the Company.
