Stockholders’ (Deficit) | (10) Stockholders’ (Deficit) Preferred Stock We are authorized to issue 1,000,000 0.01 As of December 31, 2022 and as of December 31, 2021, there were no shares of Junior A issued and outstanding, and no Below is a summary table of the preferred stock: Schedule of Preferred Stock Outstanding December 31, 2022 December 31, 2021 Series D Convertible Preferred Stock, $ .01 850 300 300,000 $ 3 $ 3 Series G Convertible Preferred Stock, $ .01 240,000 80,570 806 806 Series H Convertible Preferred Stock, $ .01 10,000 10,000 100 100 Series J Convertible Preferred Stock, $ .01 6,250 3,458 35 35 Series K Convertible Preferred Stock, $ .01 15,000 6,880 68 68 Series AA Convertible Preferred Stock, $ .01 10,000 8,645 8,649 86 87 Series H2 Convertible Preferred Stock, $ .01 21 21 - - Series A Junior Participating Preferred Stock, $ .01 20,000 no - - Series A Convertible Preferred Stock, $ .01 313,960 no - - Series B Convertible Preferred Stock, $ .01 279,256 no - - Series C Convertible Preferred Stock, $ .01 88,098 no - - Series E Convertible Preferred Stock, $ .01 500 no - - Total Convertible Preferred Shares $ 1,098 $ 1,099 Series D Convertible Preferred Stock On November 11, 2011, we completed a registered direct offering, pursuant to which we sold an aggregate of 843 1,000 843,000 Series D Placement Series D Unit 0.01 Series D Convertible Preferred Stock 84 five 21 24.30 Series D Warrant The Series D Convertible Preferred Stock will rank senior to the Company’s common stock with respect to payments made upon liquidation, winding up or dissolution. Upon any liquidation, dissolution or winding up of the Company, after payment of the Company’s debts and liabilities, and before any payment is made to the holders of any junior securities, the holders of Series D Convertible Preferred Stock will first be entitled to be paid $ 1,000 We may not pay any dividends on shares of common stock unless we also pay dividends on the Series D Convertible Preferred Stock in the same form and amount, on an as-if-converted basis, as dividends actually paid on shares of our common stock. Except for such dividends, no other dividends may be paid on the Series D Convertible Preferred Stock. Each share of Series D Convertible Preferred Stock is convertible into 84 19.50 Series D Conversion Ratio 300 50,000 In addition, in the event we consummate a merger or consolidation with or into another person or other reorganization event in which our shares of common stock are converted or exchanged for securities, cash or other property, or we sell, lease, license or otherwise dispose of all or substantially all of our assets or we or another person acquire 50 The holders of Series D Convertible Preferred Stock are not entitled to vote on any matters presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of meeting), except that the holders of Series D Convertible Preferred Stock may vote separately as a class on any matters that would (i) amend, our Restated Articles of Organization, as amended, in a manner that adversely affects the rights of the Series D Convertible Preferred Stock, (ii) alter or change adversely the powers, preferences or rights of the Series D Convertible Preferred Stock or alter or amend the certificate of designation, (iii) authorize or create any class of shares ranking as to dividends, redemption or distribution of assets upon liquidation senior to, or otherwise pari passu with, the Series D Convertible Preferred Stock, or (iv) increase the number of authorized shares of Series D Convertible Preferred Stock. If, within 12 months of the initial issuance of the Series D Convertible Preferred Stock, we issue any common stock, common stock equivalents, indebtedness or any combination thereof (a “ Subsequent Financing the holders of Series D Convertible Preferred Stock will have the right to participate on a pro-rata basis in up to 50% of such Subsequent Financing. Series D Warrants All of these warrants have expired. Series G Convertible Preferred Stock On July 6 and November 15, 2012, we completed a private placement, pursuant to which we sold an aggregate of 4,844 150.00 726,600 Series G Private Placement Series G Unit 0.01 1 three 1 15.00 Series G Warrant Each share of Series G Preferred Stock will receive a cumulative dividend at the annual rate of (i) four percent ( 4 100,000 6 100,000 250,000 12 250,000 At the election of the Company and upon required advanced notice, each share of Series G Preferred Stock will automatically be converted into shares of common stock at the Conversion Ratio then in effect: (i) if, after 6 months from the original issuance date of the Series G Preferred Stock, the common stock trades on the OTCQB (or other primary trading market or exchange on which the common stock is then traded) at a price equal to at least $ 22.50 334 22.50 2.5 The holders of Series G Preferred Stock are not entitled to vote on any matters presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of meeting), except as required by law. Series H Convertible Preferred Stock On December 28, 2012 the Company amended the Articles of Incorporation to authorize 10,000 33,334 0.01 10,000 0.01 Series H Preferred Stock 24.08 4 24.08 Series H2 Convertible Preferred Stock On December 23, 2014 the Company amended the Articles of Incorporation to authorize 21 70,000 0.01 21 0.01 Series H2 Preferred Stock 7.50 3,334 7.50 Series J Convertible Preferred Stock On February 6, March 28 and May 20, 2013, the Company entered into a Securities Purchase with various individuals pursuant to which the Company sold an aggregate of 5,087.5 400.00 2,034,700 0.01 34 0.01 12.00 From the date of issuance of any shares of Series J Convertible Preferred Stock and until the earlier of the first anniversary of such date, the voluntary conversion of any shares of Series J Convertible Preferred Stock, or the date of any mandatory conversion (solely under the Company’s control based upon certain triggering events) of the Series J Convertible Preferred Stock, dividends will accrue on each share of Series J Convertible Preferred Stock at an annual rate of (i) four percent ( 4 50,000 6 250,000 Each share of Series J Convertible Preferred Stock is convertible into 34 At the election of the Company and upon required advance notice, each share of Series J Convertible Preferred Stock will automatically be converted into shares of common stock at the Conversion Ratio then in effect: (i) on or after the six-month anniversary of the original issuance date of the Series J Convertible Preferred Stock, the common stock trades on the OTCQB (or other primary trading market or exchange on which the common stock is then traded) at a price per share equal to at least $ 24.00 1,667 24.00 2.5 The holders of Series J Convertible Preferred Stock are not entitled to vote on any matters presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of meeting), except as required by law. Series K Convertible Preferred Stock From the date of issuance of any shares of Series K Convertible Preferred Stock and until the earlier of the first anniversary of such date, the voluntary conversion of any shares of Series K Convertible Preferred Stock, or the date of any mandatory conversion (solely under the Company’s control based upon certain triggering events) of the Series K Convertible Preferred Stock, dividends will accrue on each share of Series K Convertible Preferred Stock at an annual rate of (i) four percent ( 4 100,000 6 100,000 Each share of Series K Convertible Preferred Stock is convertible into 34 At the election of the Company and upon required advance notice, each share of Series K Convertible Preferred Stock will automatically be converted into shares of common stock at the Conversion Ratio then in effect: (i) on or after the six-month anniversary of the original issuance date of the Series K Convertible Preferred Stock, the common stock trades on the OTCQB (or other primary trading market or exchange on which the common stock is then traded) at a price per share equal to at least $ 24.00 1,667 24.00 2.5 The holders of Series K Convertible Preferred Stock are not entitled to vote on any matters presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of meeting), except as required by law. Series AA Convertible Preferred Stock and Warrants During the year ended December 31, 2021, the Company entered into Securities Purchase Agreements with accredited investors pursuant to which the Company sold an aggregate of 406 1,000 0.01 1,015,000 406,000 3.50 509,130 200 200,100 five 3.50 245,635 23,004 During the year ended December 31, 2022, there was 4,400 1,727,275 1,658,175 The issuances of our convertible preferred stock and common stock purchase warrants are accounted for under the fair value and relative fair value method. The warrant is first analyzed per its terms as to whether it has derivative features or not. If the warrant is determined to be a derivative, then it is measured at fair value using the Black Scholes Option Model and recorded as a liability on the balance sheet. The warrant is re-measured at its then current fair value at each subsequent reporting date (it is “marked-to-market”). If the warrant is determined to not have derivative features, it is recorded into equity at its fair value using the Black Scholes option model, however, limited to a relative fair value based upon the percentage of its fair value to the total fair value including the fair value of the convertible preferred stock. We analyzed these warrants issued in 2021 and determined that they were not considered derivatives and therefore recorded the aggregate relative fair value of $ 509,130 406,000 The convertible preferred stock is recorded at its fair value, limited to a relative fair value based upon the percentage of its fair value to the total fair value including the fair value of the warrant. Further, the convertible preferred stock is examined for any intrinsic beneficial conversion feature (“BCF”) of which the convertible price of the preferred stock is less than the closing stock price on date of issuance. If the relative fair value method is used to value the convertible preferred stock and there is an intrinsic BCF, a further analysis is undertaken of the BCF using an effective conversion price which assumes the conversion price is the relative fair value divided by the number of shares of common stock the convertible preferred stock is converted into by its terms. The adjusted BCF value of $ 0 873,798 Common Stock Stock Options and Warrants At the Company’s December 30, 2021 Special Meeting, the shareholder’s approved the 2021 Equity Incentive Plan (the “2021 Plan”) pursuant to which 3,000,000 1,307,822 All of the outstanding non-qualified options had an exercise price that was at or above the Company’s common stock share price at time of issuance. As of December 31, 2022, total unrecognized compensation cost related to the unvested stock-based awards was $ 15,312 1.09 1.30 0 1.53 As of December 31, 2021, total unrecognized compensation cost related to the unvested stock-based awards was $ 140,455 1.09 2.31 2,124,104 2.39 The following tables summarize information concerning options and warrants outstanding and exercisable: Schedule of Concerning Options and Warrants Outstanding and Exercisable Stock Options Warrants Total Shares Weighted Shares Weighted Shares Exercisable Balance outstanding, December 31, 2020 1,355,901 $ 0.71 14,434,702 $ 3.50 15,790,603 15,302,830 Granted 24,000 2.17 2,235,408 3.57 2,259,408 Exercised (21,411 ) 0.69 (187,500 ) 3.50 (208,911 ) Expired - - (275,502 ) 3.50 (275,502 ) Forfeited (25,389 ) 0.69 - - (25,389 ) Balance outstanding, December 31, 2021 1,333,101 $ 0.72 16,207,108 $ 3.50 17,540,209 17,308,567 Granted - - 277,500 3.50 277,500 Exercised (25,279 ) 0.69 - - (25,279 ) Expired - - (205,839 ) 3.50 (205,839 ) Forfeited - - - - - Balance outstanding, December 31, 2022 1,307,822 $ 0.72 16,278,769 $ 3.50 17,586,591 17,570,591 Schedule of Share-based Compensation Stock Option Plans by Exercise Price Range Options Outstanding Options Exercisable Weighted Average Weighted Average Range of Number of Remaining Exercise Number of Remaining Exercise $ 0.69 $ 1.00 1,283,822 6.7 $ 0.69 1,283,822 6.7 $ 0.69 $ 1.01 $ 3.00 24,000 8.1 $ 2.17 8,000 8.1 $ 2.17 1,307,822 6.7 $ 0.72 1,291,822 6.7 $ 0.69 Common Stock Issuances For the year ended December 31, 2022 the Company recognized 25,279 17,443 255,500 392,175 1,423,800 2,198,861 181,918 467,092 4,400 236,221 386,300 1,766,266 2,943,139 659,000 873,854 10,000 25,000 On various dates in the year ended December 31, 2021 the Company issued 333,200 shares with a fair value of $ 794,562 for services rendered; 36,290 shares for a cashless warrant exercise; 82,373 shares with a fair value of $ 184,274 in lieu of cash for the 8 % dividend on Series AA Convertible Preferred Stock; 1,195,996 shares with a fair value of $ 2,989,990 for the conversion of debt and interest for common stock; 2,883,282 shares with a fair value of $ 6,665,656 for debt extension, settlement and interest payments, 21,411 shares for stock option exercises (at an exercise price of $ 0.69 ) and 399,650 shares with a fair value of $ 646,718 in conjunction with the signing of new convertible loans. During this period, we also issued 1,146,945 warrants ( three to five -year term at a $ 3.50 to $ 5.00 exercise price) to acquire common stock at a fair value of $ 1.4 million to lenders in conjunction with signing of new convertible loans. We also issued 71,042 warrants ( 3 -year term at $ 3.5 exercise price) to acquire common stock at a fair value of $ 107,275 to lender in for debt settlement. As profiled in the following table, for seven loans we are obligated to issue common stock if not paid by defined dates. Schedule of Loans Obligated to Issue Shares Loan Issuance Loan Percentage of Loan Principal Defined Shares Issuable Loan Date Principal Issuable Date Frequency Loan 1(1) July 21, 2020 $ 115,000 0.0435 % September 30, 2020 Monthly Loan 2 September 21, 2020 $ 345,000 0.0362 % November 16, 2020 Weekly Loan 5 October 22, 2020 $ 115,000 0.0652 % December 1, 2020 Weekly Loan 6 October 21, 2021 $ 189,750 0.0435 % January 2, 2022 Monthly Loan 7 November 1, 2021 $ 189,750 0.0435 % January 2, 2022 Monthly Notes: (1) Per second amendment, if the note is not fully paid by 12/16/22, the holder shall receive 8,250 8,250 During the year ended December 31, 2022, the Company accrued approximately $ 2.7 6,288,529 For our loan dated December 23, 2020, we are obligated to issue 100,000 warrants if the loan is not repaid before January 23, 2021 and an additional 10,000 shares of common stock and 100,000 warrants if the loan is not repaid before February 23, 2021. We are also obligated to issue 10,000 shares of common stock and 200,000 warrants if the loan is not repaid before March 23, 2021. During the year ended December 31, 2021 the Company issued 400,000 3.50 600,298 10,000 For the twelve months ended December 31, 2022, the Company issued a total of 277,500 280,608 3.50 3 5 ● 120,000 93,576 ● 100,000 132,537 ● 57,500 54,496 For the twelve months ended December 31, 2021, the company also issued 2,235,408 three five 3.50 5.00 2.4 |