Annual report pursuant to Section 13 and 15(d)

Shareholders??? Equity

v3.23.1
Shareholders’ Equity
 12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
Shareholders’ Equity

Note 5 – Shareholders’ Equity

 

Preferred Stock

 

The Company is authorized to issue 25,000,000 shares of preferred stock, par value $0.001 per share. On September 26, 2022, the Company amended a Certificate of Designation to the Secretary of State of Nevada designating 1,000,000 shares of preferred stock as Series A Preferred which was originally submitted on September 21, 2022 (“Series A COD”). Each shareholder shall have the right, at any time and from time to time, at the shareholder’s option to convert any or all of such holder’s shares of Series A Preferred into the number of shares of Common Stock. Each share of Series A Preferred initially converts into 15 shares of Common Stock at a reference rate of $3.00 per share of Common Stock subject to adjustments.

 

The holders of Series A Preferred shall be entitled to receive dividends, in cash or in-kind at Company’s election, in an amount equal to $3.50 per share. If paid in kind, the dividend shall be in shares of Series A Preferred (the “Dividend Shares”) valued at the $45.00 per share of Series A Preferred (the “Purchase Price”) unless the closing price of the common stock on the trading day prior to the issuance of the dividend is below the reference rate, in which case the dividend shares shall be valued at the purchase price adjusted pursuant to the formula set forth in Section 3 of the Certificate of Designations.

 

For the year ended December 31, 2022 the Company entered into a Securities Purchase Agreement with accredited investors. Pursuant to the Securities Purchase Agreements, the company sold 28,004 Shares of its Series A Preferred at $45.00 per preferred share and received gross proceeds of approximately $1,259,995. The Company issued 95,596 shares of its Series A Preferred for the exchange of the Senior Notes and the associated accrued interest payable of $157,733.

 

On December 30, 2022, the Company issued 2,265 shares of Series A Preferred as Dividend Shares per the Series A COD.

 

As of December 31, 2022, there were 125,865 shares of Series A Preferred outstanding.

 

Common Stock

 

The Company is authorized to issue 250,000,000 million shares of common stock, par value $0.001 per share. As of December 31, 2022 and 2021, the Company had 7,108,336 and 6,037,836 shares issued and outstanding, respectively.

 

During the year ended December 31, 2021, the Company issued 30,000 shares of common stock at par value of $30 for services rendered.

 

During the year ended December 31, 2021, the Company issued 1,007,836 shares of common stock for investment of $1,042,787, net offering costs of $106,731.

 

During the year ended December 31, 2022, the Company issued 6,000 shares valued at $50,960 based on the market value of $8.49 per share on the date of the stock grant for services rendered.

 

During the year ended December 31, 2022, the Company issued 286,834 shares of common stock for investment of $587,863, net offering expenses of $149,137.

 

During the year ended December 31, 2022, the Company issued 777,663 shares of common stock for the conversion of convertible debt and accrued interest of $85,543.