STOCKHOLDERS’ EQUITY (DEFICIT)

6 Months Ended

Jun. 30, 2021

Equity [Abstract]

STOCKHOLDERS’ EQUITY (DEFICIT)

NOTE 5 – STOCKHOLDERS’ EQUITY (DEFICIT)

Series A Preferred Stock

The authorized Series A preferred stock of the Company consists of 69,999,990 shares with a par value $0.00001. At June 30, 2021 and December 31, 2020, 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 8,500,000 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 8,700,000 shares of common stock upon the conversion of the share of Series D preferred stock.

On May 26, 2021, the Company amended the certificate of designation of its Series D to include a conversion feature whereby each holder of Series D preferred stock shall have the right to convert one share of Series D preferred stock into 5,000,000 shares of the Company’s common stock.

Series E Preferred Stock

The authorized Series E preferred stock of the Company consists of 50 shares with a par value $0.00001. At June 30, 2021 and December 31, 2020, the Company had 50 and 24 shares of its Series E preferred stock issued and outstanding, respectively.

On February 10, 2021, the Company issued 15 shares of Series E convertible preferred stock and 250,000 shares of common stock valued at $225,000 in lieu of cash for unpaid salary amounts to its chief executive officer. Additionally, the Company issued two of its officers an aggregate 6 shares of Series E convertible preferred stock and 100,000 shares of common stock valued at $90,000 as compensation.

On February 11, 2021, the Company issued 4 shares of Series E convertible preferred stock valued at $125,000 to a contractor for services rendered.

On March 1, 2021, the Company issued 2 shares of Series E convertible preferred stock pursuant to subscription agreements with accredited investors for proceeds of $40,000.

On June 14, 2021, the Company issued 2 shares of Series E convertible preferred stock and 200,000 shares of common stock pursuant to subscription agreements with accredited investors for proceeds of $20,000.

Common Stock

The authorized common stock of the Company consists of 1,000,000,000 shares with a par value $0.001. At June 30, 2021 and December 31, 2020, the Company had 123,197,371 and 101,929,993 shares of its common stock issued and outstanding, respectively.

On December 7, 2020, the Company and Giddy entered into a Settlement Agreement, Waiver and Release of Claims whereby each party warranted and represented that they sought to fully and mutually rescind the purchase agreement dated June 27, 2017 and, in so doing, for Giddy to acquire the assets previously sold and, at the same time, for each of the parties to waive and release all claims, both known and unknown, and to indemnify and hold all other parties harmless. On January 20, 2021, Giddy returned 2,000,000 shares of the Company’s common stock in connection with the agreement.

On February 11, 2021, the Company issued 1,200,000 shares of common stock to its chief executive officer in connection with the conversion of three (3) shares of Series E convertible preferred stock.

During the six months ended June 30, 2021, the Company issued 4,917,381 shares of common stock pursuant to subscription agreements with accredited investors for proceeds of $199,380.

During the six months ended June 30, 2021, the company issued 16,799,999 shares of common stock in connection with the conversion of $185,852 in principal and $505,598 in accrued interest related to its convertible promissory notes.

These issuances were exempt from registration under rule 144.