CAPITAL STOCK AND REVERSE STOCK SPLIT | NOTE 12: CAPITAL STOCK AND REVERSE STOCK SPLIT Changes in Authorized Shares On March 5, 2020, the Company amended its Articles of Incorporation to increase the number of shares of authorized common stock to 250,000,000 On April 15, 2020, the Company amended its Articles of Incorporation to increase the number of shares of authorized common stock to 750,000,000 On August 17, 2020, the Company amended its Articles of Incorporation to increase the number of shares of authorized common stock to 1,500,000,000 On November 25, 2020 the Company filed a Certificate of Designation to authorize and create its Series B Preferred shares, consisting of 80,000 0.001 On December 15, 2020 the Company amended its Articles of Incorporation to increase the number of shares of authorized common stock to 1,800,000,000 On July 1, 2021, we effected a 1-for-2,000 On March 7, 2022, the Company filed an amendment to its Articles of Incorporation to effect a 1-for-8 0.001 Preferred Stock Each share of Series B (i) has a stated value of Ten Dollars ($10.00) per share; (ii) is convertible into Common stock at a price per share equal to sixty one percent (61%) of the lowest price for our Common stock during the twenty (20) days of trading preceding the date of the conversion; (iii) earns dividends at the rate of nine percent (9%) per annum; and, (iv) has no voting rights. During the year ended December 31, 2022, we issued 7,875 78,750 3,750 During the year ended December 31, 2022, we redeemed 37,625 487,730 During the year ended December 31, 2022 we recorded an accrued dividend of $ 104,631 22,439 As of December 31, 2022 and December 31, 2021, 0 29,750 Each share of Series A is the equivalent of 15,000 Our Chief Executive Officer, Jason Remillard, holds 149,892 During the year ended December 31, 2022, we issued 108,000 As of December 31, 2022 and December 31, 2021, 149,892 150,000 Common Stock As of December 31, 2022, the Company is authorized to issue 125,000,000 0.001 All shares have equal voting rights, are non-assessable, and have one vote per share. 2,615,737 122,044 During the year ended December 31, 2022, the Company issued common stock as follows: ● 998,899 ● 6,631 ● 380,952 ● 108,000 ● 50,041 ● 18,170 ● 931,000 During the year ended December 31, 2021, the Company issued common stock as follows: ● 24,536 ● 10,419 1,000,000 10,000 143,199 ● 1,227 ● 1,116 ● 18,024 ● 1,414 Beginning on August 25, 2022 and concluding on November 4, 2022, the Company initiated a private placement transaction with certain “accredited investors,” as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended. In connection with the Offering, we entered into a securities purchase agreement with each investor pursuant to which we offered and sold to the investors a total of 931,000 0.001 1.00 931,000 Warrants The Company identified conversion features embedded within warrants issued during the year ended December 31, 2020. The Company has determined that the conversion feature of the Warrants represents an embedded derivative since the conversion price includes a reset provision which could cause adjustments upon conversion. During the year ended December 31, 2020, 21 five years 8,000 As a result of the reset features, the warrants increased by 22,919 23,057 81.60 During the year ended December 31, 2020, the Company entered into an agreement with three existing investors in the Company (the “Holders”), each of which was the holder of warrants issued the Company. The total number of warrants (collectively, the “Warrants”) held by the Holders totaled 2 100,000 On December 11, 2020, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with Triton Funds LP, a Delaware limited partnership (“Triton”). Pursuant to the Purchase Agreement, subject to certain conditions set forth in the Purchase Agreement, Triton is obligated to purchase up to One Million Dollars ($ 1,000,000 6,250 160 1,250 During the year ended December 31, 2021, the Company issued the following warrants: (i) to acquire 6,933 120 6,933 120 832,000 15,666 36 282,000 2,917 36 282,000 40,404 36 444,444 74,671 7.44 555,555 During the year ended December 31, 2022, the Company issued the following warrants: (i) to acquire 19,166 6 1,533 6 A summary of activity during the period ended December 31, 2022 follows: SCHEDULE OF WARRANTS ACTIVITY Weighted Average Shares Exercise Price Outstanding, December 31, 2020 6,250 $ 20.00 Granted 141,721 22.18 Reset feature - - Exercised (2,416 ) 5.80 Forfeited/canceled - - Outstanding, December 31, 2021 146,842 $ 27.86 Granted 20,699 6.00 Reset feature - - Exercised (7,567 ) - Forfeited/canceled - - Outstanding, December 31, 2022 159,974 $ 22.07 The following table summarizes information relating to outstanding and exercisable warrants as of December 31, 2022: SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS Warrants Outstanding Warrants Exercisable Number of Weighted Average Remaining Contractual life Weighted Average Number of Weighted Average 6,250 2.95 $ 160.00 - $ - 6,934 3.31 $ 120.00 - $ - 15,666 3.57 $ 36.00 - $ - 2,917 3.75 $ 36.00 - $ - 32,837 3.80 $ 9.88 - $ - 74,671 4.00 $ 7.44 - $ - 20,699 4.36 $ 6.00 - $ - |