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Stockholders Equity
12 Months Ended
Dec. 31, 2022
Stockholders Equity  
Stockholders' Equity

13. Stockholders’ Equity

 

Common Stock

 

a. Authorized

 

The Company is authorized to issue 90,000,000 shares of common stock, each with a par value of $0.001.

 

b. Transactions during 2022

 

On February 28, 2022, the Company issued 50,000 shares of common stock at a price of $1 per share to an officer. The Company received $50,000 on consideration for the shares issued.

 

On May 12, 2022, the Company issued 100,000 shares of common stock at a price of $1 per share. The Company received a total of $100,000 from two separate investors as consideration for the shares issued.

 

On September 23, 2022, The Company issued 1,000,000 shares of common stock at a price of $1 per share as part of a stock-exchange agreement, resulting in the acquisition of United Security Specialists, Inc. (see Note 4 – USS Stock Exchange Agreement). 940,000 of those shares were issued to an officer of USS.

 

On October 11, 2022, the Company issued 100,000 units as part of a share purchase agreement. Each unit includes 1 common restricted share and a warrant to purchase 10 additional restricted shares for a purchase price equal to $3.50 per share.

 

On October 14, 2022, the Company issued 100,000 shares of common stock at a price of $1 per share to an officer. The Company received $100,000 in consideration of the shares issued.

 

On October 14, 2022, the Company issued 300,000 shares of common stock for consulting services received, resulting in recognition of $300,000 in the consulting expenses account.

 

c. Transactions during 2021

 

On April 9, 2021, the Company issued 50,000 shares of common stock at a price of $0.50 per share. The Company received $25,000 in consideration for the shares issued.

 

On June 2, 2021 the Company issued 200,000 as compensation for consulting services received, resulting in recognition of $100,000 in the consulting expenses account.

 

On July 20, 2021, as compensation for consulting service performed, the Company issued 750,000 shares of common stock equivalent to $375,000 to each of the following related parties: the Company’s CEO, the Company’s CFO, and a Director of the Company.

On July 20, 2021, the Company converted 1,600,000 Preferred shares into 750,000 of Common shares to a related party. See preferred stock section for more detail.

 

On August 25, 2021, the Company paid $5,000 and issued 100,000 shares of common stock at a price of $0.50 per share as consideration for legal services received. As a result of this transaction, the Company recognized $55,000 of legal expenses.

 

On December 27, 2021 the Company issued 866,667 shares of common stock at a price of $0.50 per share as part of a stock exchange agreement, resulting in the acquisition of Gladiator (see Note 3 – Gladiator Stock Exchange Agreement).

 

On December 27, 2021, as compensation for consulting services performed, the Company issued 250,000 shares of common stock to the Director of the Company, at a price of $0.50 per share, resulting in $125,000 recognized in related party consulting expenses.

 

Preferred Stock

 

a. Authorized and voting rights

 

The Company is authorized to issue 2,000,000 shares of its series A preferred stock, each with a par value of $0.001. Each share of the series A preferred stock has the equivalent voting power of (30) thirty shares of the Company’s common stock. The series A preferred stock does not have any liquidation or dividend rights or preferences.

 

b. Transactions during 2022

 

None.

 

c.    Transactions during 2021

 

On July 20, 2021 the Company converted 1,600,000 preferred shares held by a related party, in exchange for 750,000 shares of the Company’s common stock (the “July conversion”). The series A preferred stock does not have any native convertible rights, preferences, or other conversion terms, and the Company had not previously signed an agreement setting conversion terms for the July conversion. Therefore, the July conversion met the requirements under ASC 260 to be considered a preferred stock extinguishment for the purposes of calculating the company’s earnings per share available to common shareholders.

 

Warrants

 

The following table summarizes the Company’s warrant activity:

 

 

 

Number of

Warrants

 

 

Weighted Average

Exercise Price

 

Outstanding, January 1, 2021

 

 

-

 

 

$-

 

Granted

 

 

-

 

 

 

-

 

Exercised

 

 

-

 

 

 

-

 

Expired/Cancelled

 

 

-

 

 

 

-

 

Outstanding, December 31, 2021

 

 

-

 

 

$-

 

Granted

 

 

1,000,000

 

 

 

3.50

 

Exercised

 

 

-

 

 

 

-

 

Expired/Cancelled

 

 

-

 

 

 

-

 

Outstanding, December 31, 2022

 

 

1,000,000

 

 

$3.50

 

Exercisable, December 31, 2021

 

 

-

 

 

$-

 

Exercisable, December 31, 2022

 

 

1,000,000

 

 

$3.50