Annual report pursuant to Section 13 and 15(d)

STOCKHOLDERS EQUITY (DEFICIT)

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STOCKHOLDERS EQUITY (DEFICIT)
12 Months Ended
Dec. 31, 2022
STOCKHOLDERS EQUITY (DEFICIT)  
STOCKHOLDERS' EQITY /(DEFICIT)

NOTE 14 - STOCKHOLDERS’ EQUITY /(DEFICIT)

 

Convertible Preferred stock

 

The Company is authorized to issue 600,000 shares of preferred stock with no par value. As of December 31, 2022 and 2021, the Company had 80,000 shares of Series A preferred stock and 160,000 shares of Series B preferred stock issued and outstanding.

 

As of December 31, 2022 and 2021 each share of Series A preferred stock is entitled to one thousand (1,000) votes and is convertible into one share of common stock. 30,000 shares of Series A Preferred Stock are owned by management. The Series A Preferred Stock is not entitled to dividends and there are no liquidation rights associated with Series A. Each share of Series A Preferred Stock may be converted, at the option of the holder each share of Series A Preferred Stock may be converted equal to one (1) fully paid and nonassessable share of Common Stock, par value $0.001.

 

As of December 31, 2022 and 2021 each share of Series B stock is entitled to two thousand (2,000) votes and is convertible into one share of common stock. 120,000 shares of Series B Preferred Stock are owned by management. The Series B Preferred Stock is not entitled to dividends and there are no liquidation rights associated with Series B. Each share of Series B Preferred Stock may be converted, at the option of the holder each share of Series B Preferred Stock may be converted equal to one (1) fully paid and nonassessable share of Common Stock, par value $0.001.

 

Common stock

 

Year ended December 31, 2021

 

During the year ended December 31, 2021, the Company issued an aggregate of 63,438 shares of its common stock for services rendered valued at $200,800 based on the underlying market value of the common stock at the date of issuance, among which 31,392 shares valued at $102,500 were issued to the board of directors for board compensation.

 

During the year ended December 31, 2021, the Company issued an aggregate of 1,125,000 shares of its common stock pursuant to the subscription agreements described in Note 16. The common shares were recorded at a price of $2.00 per shares for gross proceeds to the Company of $2,250,000.

 

During the year ended December 31, 2021, the Company issued an aggregate of 47,086 shares of its common stock in connection with cashless exercise of warrants.

 

Year ended December 31, 2022

 

During the year ended December 31, 2022, the Company issued an aggregate of 111,443 shares of its common stock for services rendered valued at $243,430 based on the underlying market value of the common stock at the date of issuance, among which 56,345 shares valued at $100,000 were issued to the board of directors for board compensation.

 

During the year ended December 31, 2022, the Company issued an aggregate of 229,886 shares of its common stock pursuant to the Lucido 2022 Subscription Agreement and the Galligan 2022 Subscription Agreement. The common shares were recorded at a price of $4.35 per shares for gross proceeds to the Company of $1,000,000.

 

During the year ended December 31, 2022, the Company issued an aggregate of 110,619 shares of its common stock pursuant to the DeCsepel 2022 Subscription Agreement. The common shares were recorded at a price of 2.26 per shares for gross proceeds to the Company of $250,000.

During the year ended December 31, 2022, the Company issued an aggregate of 485,220 shares of its common stock in connection with conversion of promissory notes and accounts payable (see Note 10). The 485,220 shares of common stock were valued at an aggregate value of $1,062,632, resulting in $198,939 of loss on settlement of debt recognized for the difference between the fair value of common stock issued and the carrying value of the debt.

 

During the year ended December 31, 2022, the Company issued 82,500 shares as additional consideration for the issuance of a promissory note (see Note 10). The 82,500 shares of common stock were valued at an aggregate value of $167,641.

 

As of December 31, 2022 and 2021, the Company had 7,718,636 shares and 6,698,968 shares of common stock issued and outstanding, respectively.