Annual report pursuant to Section 13 and 15(d)

Stockholders??? Equity

v3.22.1
Stockholders’ Equity
 12 Months Ended
Dec. 31, 2021
Equity [Abstract]  
Stockholders’ Equity

Note 4 – Stockholders’ Equity

 

Authorized Capital

 

The Company is authorized to issue 500,000,000 shares of common stock, $0.0001 par value, and 50,000,000 shares of preferred stock, $0.0001 par value.

 

Non-Controlling Interest

 

On December 28, 2017, the Company sold a non-controlling interest in its former subsidiary, Krypto Ventures Inc, formerly known as KryptoBank Co. for $500 equal to 9% of the outstanding equity. On January 17, 2018, the Company sold an additional 40% in its former subsidiary Krypto Ventures Inc, formerly known as KryptoBank Co. for $4,500. The Company owned 51% (a majority interest) in Krypto Ventures Inc, formerly known as KryptoBank Co. On July 29, 2021, the Company exchanged 52,500,000 shares of common stock in Krypto Ventures, Inc. for 119,584,736 shares of common stock in Descrypto Holdings, Inc. (“Descrypto”) (formerly W Technologies Inc.), an unrelated party in a Share Exchange Agreement. As a result, Krypto Ventures, Inc was deconsolidated and is no longer our subsidiary.

 

On November 18, 2021, the Company entered into a redemption agreement (the “November Redemption Agreement”) pursuant to which the Company agreed to sell, and Descrypto agreed to purchase, an aggregate of 83,709,315 shares of Descrypto’s Common Stock owned by the Company for total proceeds of $84. Following the November Redemption Agreement, the Company owned 35,875,421 shares of Descrypto’s Common Stock.

 

On February 18, 2022, the Company entered into a redemption agreement (the “February Redemption Agreement”) pursuant to which the Company agreed to sell, and Descrypto agreed to purchase, an aggregate of 28,700,337 shares of Descrypto’s Common Stock owned by the Company for total proceeds of $287. Following the February Redemption Agreement, the Company owned 7,175,084 shares of Descrypto’s Common Stock (See Note 10).

 

Warrants

 

During 2015, the Company issued 100,000 warrants as part of a convertible note offering. The fair value of the warrants was $19,965. The warrants expired December 23, 2020.

 

During 2016, Balance Group LLC loaned the Company $120,000. In addition to paying interest at 10%, the Company issued 600,000 warrants at an exercise price of $1.00 per share, which expired on September 30, 2021.

 

On October 3, 2019, the Company received $40,000 from The Sammy Farkas Foundation in exchange for a promissory note which bears 12% interest per annum and matured on October 10, 2020 or upon the Company raising $500,000 from outside investors, whichever occurs first. In conjunction with The Sammy Farkas Foundation agreement the Company issued warrants to purchase 40,000 shares of the Company’s common stock at an exercise price of $1.00 per share expiring on October 10, 2022.

 

The following tables summarize warrants outstanding as of December 31, 2021 and 2020 and the related changes during the years are presented below.

 

Number of Warrants   Weighted Average Exercise Price  
             
Balance at December 31, 2019     740,000     $ 0.93  
Granted     -       -  
Exercised     -       -  
Expired     (100,000 )     1.00  
Balance at December 31, 2020     640,000     $ 1.00  
Granted     -       -  
Exercised     -       -  
Expired     (600,000 )     1.00  
Balance at December 31, 2021     40,000     $ 1.00  

 

As of December 31, 2021 the warrants had no intrinsic value.