NOTE 5. STOCKHOLDERS' EQUITY | NOTE 5. STOCKHOLDERS' EQUITY Preferred Stock The Company is authorized to issue up to 5,000,000 shares of preferred stock, $0.0001 par value, of which 100,000 have been designated as Series B Super Voting Convertible Preferred Stock. The Company's Series B Super Voting Convertible Preferred Stock, par value $0.0001, has voting rights equal to 1,500 common stock votes for each share of Series B Super Voting Convertible Preferred Stock held. The holders of shares of Preferred Stock are entitled to vote on all matters on which the Common Stock is entitled to vote, unless otherwise required by applicable law and except in cases where the rights and privileges of the holders of Common Stock may be altered or diminished. The holders of Preferred Stock are entitled to notice of any stockholders meeting in accordance with the Bylaws of the Company. The Series B Super Voting Convertible Preferred Stock shares are not entitled to dividends or liquidation preferences. KWIKCLICK, INC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended December 31, 2021 and Period of Inception on February 20, 2020 to December 31, 2020 NOTE 5. STOCKHOLDERS' EQUITY—Continued As of December 31, 2020, the 100,000 shares of Series B Super Voting Convertible Preferred Stock issued and outstanding were owned by Fred Cooper, our CEO. On or about September 21, 2021, Mr. Cooper tendered the 100,000 Shares for cancellation. Currently, there are no shares of Series B Super Voting Convertible Preferred Stock outstanding. Common Stock On June 10, 2020, the Company entered into an Agreement and Plan of Exchange with KwikClick LLC ("Kwiksub"). Pursuant to the Exchange, all 100,000 authorized, issued and outstanding units of KwikClick LLC were transferred to the Company in exchange for 98,928,848 shares of Common Stock of the Company and as part of the recapitalization entry 849,911 shares previously issued were recorded. As a result of the Exchange, Kwiksub became a wholly owned subsidiary of the Company. During the period of February 20, 2020 (inception) to December 31, 2020, the Company issued 4,913,846 shares of common stock for $629,432. During the year ended December 31, 2020 the Company issued a Convertible Note Payable in the amount of $500,000. The Note Payable was converted into 5,000,000 shares of common stock during 2020. During the year ended December 31, 2021 the Company issued 220,000 shares of common stock for total proceeds of $220,000. The Company also received total proceeds of $1,086,042 for the sale of common stock which have not been issued. The $1,086,042 has been recorded as a Stock Issuance Liability on the balance sheet. During the year ended December 31, 2021, the Company also issued 6,000,000 to a company that is a related party for services performed between January 1, 2021 through December 31, 2021. The shares had a fair value of $120,000. There are 250,000,000 Common Shares authorized with 115,912,605 and 109,692,605 shares issued and outstanding on December 31, 2021 and 2020, respectively. 2021 Equity Options The Company agreed on October 14, 2021 to issuance stock options to purchase 100,000 shares of KwikClick common shares to four individuals. The Company’s Board of Directors Daniel Shaw, Jeff Roberts, and David Hunt and the Company’s Attorney Rodney Wilkinson at an exercise price of $1.00 per share. The stock options expire three years from issuance and had a grant date fair value of $302,758. The fair market value of stock options is estimated using the Black-Scholes-Merton valuation model and the Company used the following assumptions to determine the grant date fair value: 2021 Expected term (in years) 3 Expected stock price volatility 250% Risk-free interest rate 3.71% Expected dividend yield 0 KWIKCLICK, INC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended December 31, 2021 and Period of Inception on February 20, 2020 to December 31, 2020 NOTE 5. STOCKHOLDERS' EQUITY—Continued The following table summarizes all stock option activity: Number of Options Weighted Average Exercise Price Outstanding at January 1, 2020 - - Granted - - Exercised - - Forfeited - - Outstanding at December 31, 2020 - - Granted 400,000 $1.00 Exercised - - Forfeited - - Outstanding at December 31, 2021 400,000 $1.00 2021 Equity Incentive Plan Our Board of Directors adopted the 2021 Plan to (1) encourage selected employees, officers, directors, consultants and advisers to improve our operations and increase our profitability, (2) encourage selected employees, officers, directors, consultants and advisers to accept or continue employment or association with us, and (3) increase the interest of selected employees, officers, directors, consultants and advisers in our welfare through participation in the growth in value of our common stock. All of our current employees, directors and consultants are eligible to participate in the 2021 Plan. |