NOTE 7 – STOCKHOLDERS’ EQUITY

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

NOTE 7 – STOCKHOLDERS’ EQUITY

NOTE 7 – STOCKHOLDERS’ EQUITY

Common Stock

As of June 30, 2023 and December 31, 2022, the Company had 79,825,094 and 74,108,926 shares of common stock issued and outstanding, respectively.

During the year ended December 31, 2022, the Company issued 2,080,085 shares of common stocks for $334,913 in cash to certain non-U.S. investors. Issuance price ranged from $0.10 to $0.30 per share. The Company relied upon Regulation S of the Securities Act of 1933, as amended, for the sale of these securities. No commissions were paid regarding the share issuance and the share certificates were issued with a Rule 144 restrictive legend.

On September 28, 2022, the Company and its subsidiary, Hangzhou Longwen closed an assets sale and purchase agreement with a third-party seller to acquire an office suite located in Hangzhou, China by issuing 2,651,780 shares of common stock of the Company, $0.10 per share with a total value of $265,178. Also see Note 4.

In May and June 2023, the Company sold a total of 336,168 shares of common stock to Forty-nine (49) non-U.S. investors at $0.20 per share for cash consideration received during the three months ended June 30, 2023. The Company relied upon Regulation S of the Securities Act of 1933, as amended, for the sale of these securities. No commissions were paid regarding the share issuance and the share certificates were issued with a Rule 144 restrictive legend.

2022 Equity Incentive Plan

On November 7, 2022, the Board adopted an equity incentive plan to increase stockholder value and to advance the interests of the Company by furnishing a variety of economic incentives (“Incentives”) designed to attract, retain and motivate employees, certain key consultants and directors of the Company (the “2022 Equity Incentive Plan”). Under the 2022 Equity Incentive Plan, the Company can issue up to 10,000,000 shares of common stock of the Company. Incentives may be granted in any one or a combination of: (a) incentive stock options and non-statutory stock options; (b) stock appreciation rights; (c) stock awards; (d) restricted stock; and (e) performance shares. Such incentives may be subject to vesting conditions determined by the Board of Directors at grant. The maximum term of options or other stock-based award granted is ten years or such lesser time as determined by the Board of Directors at the time of grant.

On November 10, 2022, the Company granted total 4,250,000 shares of common stock of the Company to four individual consultants, under the 2022 Equity Incentive Plan, vesting immediately upon grant. The fair value of the shares granted totaled $425,000.

On January 19, 2023, the Company granted total 5,000,000 shares of common stock of the Company to six employees and one consultant, pursuant to the Company’s 2022 Equity Incentive Plan. . The fair value of the shares totaled of $500,000 on the grant dates.

On June 29, 2023, the Company granted a total of 750,000 shares of common stock of the Company to six employees pursuant to the Company’s 2022 Equity Incentive Plan, of which 200,000 shares of common stock were vested immediately and the fair value of the 200,000 shares totaled of $40,000 on June 29, 2023. The rest 550,000 shares of common stock were subject to vesting condition in three tranches within six months. During the three months ended June 30, 2023, 180,000 common stocks out of the 550,000 shares have been issued, and $36,000 share-based compensation was recorded in the statement of operations. 370,000 shares of common stocks are issuable, and the fair value of $74,000 was recorded as deferred compensation on the balance sheet.

As of June 30, 2023, the Company’s common shares issuable under the 2022 Equity Incentive Plan totaled 370,000. The following table   represents the restricted stock award activities during the six months ended June 30, 2023.

	Non-vested Restricted Stock Awards			Weighted Average Grant Date Fair Value
Non-vested at January 1, 2023		—		$	—
Granted		550,000			0.20
Vested		(180,000	)		0.20
Forfeited		—			—
Non-vested at June 30, 2023		370,000			0.20

2023 Equity Incentive Plan

On June 6, 2023, the Board adopted an equity incentive plan to increase stockholder value and to advance the interests of the Company by furnishing a variety of economic incentives (“Incentives”) designed to attract, retain and motivate employees, certain key consultants and directors of the Company (the “2023 Equity Incentive Plan”). Under the 2023 Equity Incentive Plan, the Company can issue up to 5,000,000 shares of common stock of the Company. Incentives may be granted in any one or a combination of: (a) incentive stock options and non-statutory stock options; (b) stock appreciation rights; (c) stock awards; (d) restricted stock; and (e) performance shares. Such incentives may be subject to vesting conditions determined by the Board of Directors at grant. The maximum term of options or other stock-based award granted is ten years or such lesser time as determined by the Board of Directors at the time of grant.

As of June 30, 2023, no share has been issued pursuant to our 2023 Equity Incentive Plan.