Stockholders’ Equity (Deficit) | Note 11 – Stockholders’ Equity (Deficit) In 2022, the Company’s board of directors approved a recapitalization of the Company’s equity, effected as of May 3, 2022, pursuant to which the 83,334 833,334 Each share of Class B common stock is entitled to 16.5 votes and is convertible at any time into ten shares of Class A common stock During March of 2022, the Company raised $ 1,000,000 2,000,000 0.50 1,322,500 1,102,094 1.20 Amendment to Articles of Incorporation On May 2, 2022, the Company filed an Amended and Restated Certificate of Incorporation that was subsequently amended on October 6, 2022 and May 30, 2023 to authorize the following: ● 100,000,000 0.001 ● 5,000,000 0.001 ● 10,000,000 0.001 Liquidation rights: In the event of the voluntary or involuntary liquidation, dissolution, distribution of assets or winding up of the Company, the holders of Class A common stock and the holders of convertible Class B common stock shall be entitled to share equally, on a per share basis, in all assets of the Company of whatever kind available for distribution to the holders of common stock. Voting: The holders of the Class A common stock and the holders of the convertible Class B common stock shall at all times vote together as one class on all matters, including the election of directors, submitted to a vote or for the consent of the stockholders of the Company. Each holder of shares of convertible Class B common stock shall be entitled to 16.5 votes for each share of convertible Class B common stock held as of the applicable date on any matter that is submitted to a vote or for the consent of the stockholders of the Company. Each holder of shares of Class A common stock shall be entitled to one vote for each share of Class A common stock held as of the applicable date on any matter that is submitted to a vote or for the consent of the stockholders of the Company. Each share of convertible Class B common Stock was also convertible into 16.5 fully paid and nonassessable shares of Class A common stock. On October 6, 2022, the Company’s Amended and Restated Certificate of Incorporation was amended to change the conversion ratio from 16.5 shares to 10 shares of Class A common stock. The voting rights remain unchanged. The voting powers, conversion features, if any, designations, preferences, limitations, restrictions and other rights of each series of preferred stock shall be prescribed by resolution of the Board of Directors at the time a specific series of preferred stock is designated. None of the preferred shares have been designated or issued to date. Class A Common Stock The Company has 100,000,000 0.001 5,588,298 3,568,758 Class A Common Stock Sales On October 3, 2023 (the “Closing Date”), the Company completed its initial public offering (the “IPO”) of an aggregate of 1,615,000 units (“Units”) at a public offering price of $ 4.125 per Unit, with each Unit consisting of (a) one share of the Company’s Class A common stock and (b) one warrant (each, a “Warrant” and collectively, the “Warrants”) to purchase one share of Class A common stock at an exercise price equal to $6.50 per share, exercisable until the fifth anniversary of the issuance date, pursuant to that certain underwriting agreement dated as of September 28, 2023 (the “Underwriting Agreement”) by and between the Company and Kingswood, a division of Kingswood Capital Partners, LLC, as representative of the several underwriters named in the Underwriting Agreement (the “Representative”). The Company received gross proceeds of approximately $ 6,661,876 from the sale of the Units before deducting underwriting discounts, commissions and offering expenses of $ 1,928,133 . In addition, pursuant to the Underwriting Agreement, the Company granted the Representative a 45-day option to purchase up to 242,250 Units at the initial public offering price, less the underwriting discount, to cover over-allotments, if any (the “Over-Allotment Option”). On the Closing Date, the Company issued an additional 242,500 Warrants to the underwriters pursuant to the partial exercise by the underwriters of the Over-Allotment Option, generating gross proceeds of $ 2,422 . On the Closing Date, the Company granted to the underwriter fully vested warrants to purchase 145,350 5.156 5 352,677 0 4.80 122 4) a common stock price of $ 3.03 5 On May 10, 2023, a stockholder voluntarily surrendered 41,667 In June and August 2022, the Company raised a total of $ 1,322,500 1,102,094 1.20 During March 2022, the Company raised an aggregate of $ 1,000,000 2,000,000 0.50 The following is a summary of activity of outstanding stock warrants: Summary of Activity of Outstanding Stock Warrants Weighted Average Number Exercise of Shares Prices Balance, December 31, 2021 - $ - Warrants granted - - Warrants cancelled - - Balance, December 31, 2022 - - Warrants granted 2,002,850 6.40 Warrants exercised - - Warrants cancelled (242,500 ) (6.50 ) Balance, December 31, 2023 1,760,350 $ 6.39 Exercisable, December 31, 2023 - $ - The warrants have a weighted average remaining contractual life of 4.75 years and no Class A Common Stock Issued for Services In November 2023, the Company award 50,000 75,500 8,122 No From February through May 2022, the Company awarded a total of 800,002 510,000 Convertible Class B Common Stock The Company has 5,000,000 0.001 833,334 83,334 833,334 Convertible Class B Common Stock Issuances On November 21, 2020, the Company issued 83,334 100 83,334 833,334 Each share of convertible Class B common stock was convertible into 16.5 shares of Class A common stock, which was subsequently amended to be convertible into ten shares on of Class A common stock |