Capital Stock

6 Months Ended

Jun. 30, 2022

Capital Stock

Capital Stock

Note 10 – Capital Stock

Authorized:

The Company has authorized 100,000,000 shares of common stock, par value $0.0001, and 10,000 shares of preferred stock which is designated as Series A Preferred Stock, par value $0.001.

Series A Preferred Stock:

The Series A Preferred Stock is redeemable at the option of the Company at any time, in whole or in part, upon 10 trading days prior notice, at a price of $1.00 per share plus 4% per annum from the date of issuance (the “Stated Value”). The holders of the Series A Preferred Stock are entitled to a liquidation preference equal to the Stated Value, prior to the holders of other preferred stock or common stock. The holders of the Series A Preferred Stock have the right to convert such stock into common stock at a conversion rate equal to the Stated Value as of the conversion date divided by the average closing price of the common stock for the five previous trading days. The Company is required to reserve sufficient number of shares for the conversion of the Series A Preferred Stock. The holders of Class A Preferred Stock shall vote together as a single class with the holders of the Company’s common stock and the holders of any other class or series of shares entitled to vote with the common stock, with the holders of Class A Preferred Stock being entitled to 66 2/3% of the total votes on all such matters, regardless of the actual number of shares of Class A Preferred Stock then outstanding.

There were 2,000 shares of Series A Preferred Stock issued and outstanding as of June 30, 2022 and December 31, 2021.

Common Stock

There were 13,289,789 shares of common stock issued and outstanding as of June 30, 2022 and December 31, 2021.

Common Stock Purchase Warrants

As of June 30, 2022 and December 31, 2021, the following common stock purchase warrants were outstanding:

	Warrants			Weighted Average Exercise Price
Outstanding – December 31, 2020		180,000		$	1.00
Granted		115,000	(1)		1.00
Canceled/forfeited		-			-
Exercised		-			-
Outstanding – December 31, 2021		295,000			1.00
Granted		-			-
Canceled/forfeited		-			-
Exercised		-			-
Outstanding – June 30, 2022		295,000		$	1.00

(1) On June 15, 2021, the Company granted a convertible noteholder a warrant to purchase 115,000 shares of common stock at an exercise price of $1.00, subject to adjustments for full ratchet resets for dilutive issuances at lower prices. (See Note 5(2) above.)