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Stockholder's Deficit
12 Months Ended
Dec. 31, 2020
Equity [Abstract]  
Stockholder's Deficit

NOTE 4 – STOCKHOLDERS’ DEFICIT

 

Series A Preferred Stock

 

On October 13, 2020, in a resolution signed by the Board of Directors and Series A Preferred Stockholders, the Company reduced its authorized shares of Series A Preferred Stock from 69,999,990 shares authorized to 10,000,000 total authorized shares of Series A Preferred Stock with a par value $0.00001. At December 31, 2020 and 2019, the Company had 10,000,000 shares of its Series A preferred stock issued and outstanding. The majority of the Series A preferred stock entitles the stockholders to 67% overall voting rights.

 

Series D Preferred Stock

 

In April 2018, the Company designated and issued one (1) share of its preferred stock as “Series D”. The share is convertible into 8.70% of the Company’s then outstanding common stock, but no less than 850,000,000 shares of common stock subject to the satisfaction of certain conditions precedent. The holder is entitled to vote with the Company’s common stockholders, entitled to dividends, and certain liquidation rights. The Company, with the holder’s consent, may redeem the preferred share.

 

On June 15, 2020, the Company issued 870,000,000 shares of common stock upon the conversion of the share of Series D preferred stock.

 

Series E Preferred Stock

 

On September 17, 2019, the Company issued 12 shares of Series E convertible preferred stock to six stockholders in exchange for 361,813,930 shares of common stock. Each share of Series convertible preferred stock is convertible into 40,000,000 shares of common stock. As a result, the Company recorded a charge of $24,000 for the net fair value of the consideration issued to the stockholders.

 

On May 12, 2020, the Company issued 8 shares of Series E convertible preferred stock to Joe E. Poe, Jr., its chief executive officer, valued at $17,500 in accordance with terms of his employment agreement. Each share of Series convertible preferred stock is convertible into 40,000,000 shares of common stock.

 

On November 20, 2020, the Company issued 2 shares of Series E convertible preferred stock in connection with a private offering.

 

On December 31, 2020, the Company issued 2 shares of Series E convertible preferred stock in exchange for a $17,500 promissory note, plus $898 in accrued interest. At the time of the exchange, all amounts due under the note were deemed to be paid-in-full and the note was cancelled.

 

Common Stock

 

The authorized common stock of the Company consists of 9,000,000,000 shares with a par value $0.00001. At December 31, 2020 and 2019, the Company had 10,192,519,400 and 8,638,186,067 shares of its common stock issued and outstanding, respectively.

 

Common Stock Issued in Private Placements

 

On November 20, 2020, the Company entered into a subscription agreement with an accredited investor pursuant to which the Company sold 20,000,000 shares of common stock and 2 shares of Series E convertible preferred stock for gross proceeds of $10,000.

 

On December 4, 2020, the Company entered into a subscription agreement with an accredited investor pursuant to which the Company sold 133,333,333 shares of common stock for gross proceeds of $10,000.

 

During the year ended December 31, 2019, the Company sold 190,000,000 shares of common stock for gross proceeds of $38,000 to accredited investors in private placements.

 

Common Stock Issued in Exchange for Consulting, Professional and Other Services

 

On August 11, 2020, the Company issued 200,000,000 shares of common stock to contractors for services rendered.

 

During the year ended December 31, 2019, the Company issued 240,000,000 shares of common stock valued at $48,000 to contractors for fees and services rendered.

 

Common Stock Issued in Connection with the Conversion of Notes and Accrued Interest Payable 

 

On October 21, 2020, the Company issued 331,000,000 shares of common stock in connection with the conversion of $4,825 in note principal and $4,605 in accrued interest.

 

During the year ended December 31, 2019, the company issued 1,071,819,813 shares of common stock in connection with the conversion of $17,369 in principal and $41,581 in accrued interest related to its convertible promissory notes.

 

These issuances were exempt from registration under rule 144.