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CAPITAL STRUCTURE
12 Months Ended
Dec. 31, 2020
CAPITAL STRUCTURE  
NOTE 5 - CAPITAL STRUCTURE

Preferred Stock

 

The Company is authorized to issue 100 million shares of preferred stock, which have liquidation preference over the common stock and are non-voting. As of December 31, 2020 and 2019, no preferred shares have been issued.

 

Common Stock

 

The Company is authorized to issue 300 million shares of common stock. As of December 31, 2020 and 2019, the Company had 13,485,128 and 13,325,587 shares of our common stock issued and 13,069,800 and 12,860,059 shares outstanding, respectively.

 

On January 7, 2019 and February 5, 2019, 465,325 and 108,417, respectively, shares of common stock were cancelled, these shares were the remaining pre-delivery shares related to the convertible notes in Note 9.

 

Purchase of Treasury Shares

 

On November 30, 2018, the Company entered into a stock purchase agreement with an officer and director of the Company, whereby for consideration of $60,000, the Company repurchased 20,000 shares of its common stock at $3.00 per share. As per the agreement, the sale and transfer of the shares occurred on November 30, 2018, the date of signing, however the Company is entitled to pay the full consideration in tranches until August 2019. During the year ended December 31, 2018, the Company paid consideration of $11,317 and had a related party payable of $48,683, which was paid in full during the year ended December 31, 2019.

 

On February 5, 2019, the Company entered into a Stock Purchase Agreement (the “SPA”) with an institutional noteholder. The SPA provides for the Company’s purchase of 193,408 shares of the Company’s common stock at $3.00 per share or an aggregate of $580,224. Payment was scheduled over a five-month period, subject to acceleration if the Company effects an eligible equity offering. As of December 31, 2019, the Company had made $580,224 in payments. All of the 193,408 shares have been transferred back to the Company and cancelled. 

   

On February 18, 2019, the Company entered into a Stock Purchase Agreement (the “SPA”) with an institutional noteholder. The SPA provides for the Company’s purchase of 83,341 shares of the Company’s common stock at $3.00 per share or an aggregate of $250,023. Payment was scheduled over a five-month period, subject to acceleration, if the Company effects an eligible equity offering. As of December 31, 2019, the Company had made $250,023 in payments. 26,221 shares were transferred back to the Company and subsequently cancelled. The additional 57,120 were transferred to the Company, have not yet been cancelled, and are recorded in treasury.

 

On June 20, 2019, the Company entered into a stock purchase agreement with a former officer and director of Decahedron, whereby for consideration of $15,000, the Company repurchased 114,518 shares of its common stock. As per the agreement, the sale and transfer of the shares occurred on June 20, 2019, the date of signing. During the year ended December 31, 2019, the Company paid consideration of $15,000.

 

On July 31, 2020, the Company entered into a Stock Purchase Agreement (the “July SPA”) with a shareholder.  The July SPA provides for the Company’s purchase of 10,000 shares of the Company’s common stock at $4.00 per share or an aggregate of $40,000. As of December 31, 2020, the Company made $40,000 in payments.

 

On August 31, 2020, the Company entered into two Stock Purchase Agreements (the “August SPAs”) with a shareholder.  The August SPAs provide for the Company’s purchase of an aggregate total of 10,000 shares of the Company’s common stock at $4.00 per share or an aggregate of $40,000. As of December 31, 2020, the Company made $40,000 in payments.

 

On September 30, 2020, the Company entered into a Stock Purchase Agreement (the “July SPA”) with a shareholder.  The July SPA provides for the Company’s purchase of 10,000 shares of the Company’s common stock at $4.00 per share or an aggregate of $40,000. As of December 31, 2020, the Company made $40,000 in payments.

 

On October 31, 2020, the Company entered into a Stock Purchase Agreement (the “July SPA”) with a shareholder.  The July SPA provides for the Company’s purchase of 10,000 shares of the Company’s common stock at $4.00 per share or an aggregate of $40,000. As of December 31, 2020, the Company made $40,000 in payments.

 

On November 30, 2020, the Company entered into a Stock Purchase Agreement (the “July SPA”) with a shareholder.  The July SPA provides for the Company’s purchase of 10,000 shares of the Company’s common stock at $4.00 per share or an aggregate of $40,000. As of December 31, 2020, the Company made $40,000 in payments.

 

Potentially Dilutive Securities

 

No options warrants or other potentially dilutive securities other than those disclosed above have been issued as of December 31, 2020.