Equity | NOTE 8 – Equity The Company has authorized 950,000,000 0.001 390,437,459 Preferred shares Series A We are authorized to issue 4,999,000 On March 26, 2020, the Company designated 1,000 shares of its original 5,000,000 authorized shares of Preferred Stock as Series A Preferred Stock (“Series A”) with a $0.001 par value. Each Series A Preferred share entitles the holder to vote on all matters submitted to a vote of the Company’s shareholders or with respect to actions that may be taken by written consent. The 1,000 shares of Series A shares have the voting power of 250% of the outstanding common shares at the time of any vote. The holders of the Series A shares are entitled to receive, when, as and if declared by the Board of Directors out of funds legally available, annual dividends payable in cash on the 31st day of December in each year, commencing on December 31, 2020 at the rate of $0.10 per share per year. As part of the recapitalization, the 1,000 shares were converted into common shares. On March 30, 2022 the Company reduced its authorized preferred shares from 5,000,000 4,999,000 1,000 Series B On July 19, 2022, the Company designated 1,000,000 5,000,000 0.001 10 65 25 During the nine months ended September 30, 2022, the Company entered into purchase agreements for the sale of 212,500 11,250 201,250 1,905 202,390 10,110 Common shares On March 30, 2022 the Company increased its authorized common shares from 500,000,000 950,000,000 During the nine months ended September 30, 2022, the Company issued 1,696,394 616,015 1,230,000 During the nine months ended September 30, 2022, the Company amortized $ 44,875 0 During the nine months ended September 30, 2022, the Company issued 4,000,000 318,000 On September 19, 2022, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with Alumni Capital LP, a Delaware limited partnership (“Alumni Capital”), pursuant to which the Company agreed to sell, and Alumni Capital agreed to purchase, upon request of the Company in one or more transactions, a number of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) providing aggregate gross proceeds to the Company of up to $ 15,000,000 Among other limitations, unless otherwise agreed upon by Alumni Capital, each sale of shares will be limited to 50,000 In exchange for Alumni Capital entering into the Purchase Agreement, the Company issued 2,521,008 The Purchase Agreement provides that the Company will file a registration statement under the Securities Act covering the resale of the shares issued to Alumni Capital. Alumni Capital’s obligation to purchase shares of Common Stock under the Purchase Agreement is conditioned upon, among other things, the registration statement having been declared effective by the Securities and Exchange Commission. As of November 14, 2022, no shares have been sold or issued to Alumni Capital pursuant to the Purchase Agreement other than the 2,521,008 0.105 264,706 Stock Options During the nine months ended September 30, 2022, the Company issued a stock option grant to purchase up to 85,907,990 During the nine months ended September 30, 2022, the Company issued a stock option grant to purchase up to 153,239,206 The Company used the black-scholes option pricing model to value the options and expensed $ 24,219,306 The following table summarizes the stock option activity for the nine months ended September 30, 2022: Schedule of option activity Options Weighted-Average Exercise Price Per Share Outstanding, December 31, 2021 137,473 $ 0.00 Granted 239,147,196 0.21 Exercised – – Forfeited – – Expired – – Outstanding, September 30, 2022 239,284,669 $ 0.21 As of September 30, 2022, the Company had 85,907,990 4.73 0 8,248 Stock Warrants The following table summarizes the stock warrant activity for the nine months ended September 30, 2022: Schedule of warrant activity Warrants Weighted-Average Exercise Price Per Share Outstanding, December 31, 2021 9,442,857 $ 0.44 Granted 1,230,000 0.50 Exercised – – Forfeited – – Expired – – Outstanding, September 30, 2022 10,672,857 $ 0.45 |