Stockholders' Deficit

12 Months Ended

Dec. 31, 2019

Capital Stock

Stockholders' Deficit

NOTE 7 – STOCKHOLDERS’ DEFICIT

The Company’s total authorized capital stock consists of 9,900,000,000 shares of common stock, $0.0001 par value per share.

Preferred Stock

The Company is authorized to issue 50,000,000 shares of preferred stock.

Series A Preferred Stock

At December 31, 2019 and December 31, 2018, the Company had seven shares of Series A preferred stock issued and outstanding. Each share of Series A preferred stock has the right to convert into 214,289 shares of the Company’s common stock. In the event of a liquidation, Series A have preference.

Series B Preferred Stock

On February 10, 2014, the Board of Directors of the Company under the authority granted under Article V of the Articles of Incorporation, defined and created a new preferred series of shares from the 50,000,000 authorized preferred shares. Pursuant to Article V, the Board of Directors has the power to designate such shares and all powers and matters concerning such shares. Such share class shall be designated Preferred Class B. The preferred class was created for 60 Preferred Class B shares. Such shares each have a voting power equal to one percent of the outstanding shares issued (totaling 60%) at the time of any vote action as necessary for share votes under Florida law, with or without a shareholder meeting. Such shares are non-convertible to common stock of the Company and are not considered as convertible under any accounting measure. Such shares shall only be held by the Board of Directors as a Corporate body, and shall not be placed into any individual name. Such shares were considered issued at the time of this resolution’s adoption, and do not require a stock certificate to exist, unless selected to do so by the Board for representational purposes only. Such shares are considered for voting as a whole amount, and shall be voted for any matter by a majority vote of the Board of Directors. Such shares shall not be divisible among the Board members, and shall be voted as a whole either for or against such a vote upon the vote of the majority of the Board of Directors. In the event that there is any vote taken which results in a tie of a vote of the Board of Directors, the vote of the Chairman of the Board shall control the voting of such shares. Such shares are not transferable except in the case of a change of control of the Corporation when such shares shall continue to be held by the Board of Directors. Such shares have the authority to vote for all matters that require a share vote under Florida law and the Articles of Incorporation.

Common Stock Issuances

During the years ended December 31, 2019 and 2018, the Company issued the following shares of common stock:

	2019		2018
Common shares issued for cash		953,596,664		325,004,949
Common stock issued to convert notes payable and accrued interest		62,638,873		16,759,497
Stock issued to convert accounts payable		7,000,000		-
Common stock issued for services		151,481,025		280,071,363
Common stock issued for financing costs		5,000,000		52,100,000
Investment purchased with stock		-		60,000,000
Stock issued for charitable contributions		6,000,000		-
Purchase of vessel		34,000,000		-
Shares reclassed from common stock to be issued		23,192,857		-
Total		1,242,909,419		733,935,809

Common Stock Issuances

During the year ended December 31, 2019, the Company issued or is to issue the following shares of restricted common stock:

- 953,596,664 shares for total proceeds of $2,166,692. As of December 31, 2019, 9,620,000 shares of restricted common stock remain to be issued.

- 62,638,873 shares to settle $309,689 of principle and accrued interest owed on various convertible notes payable and one note payable.

- 7,000,000 shares to settle an account payable in the amount of $7,000. This resulted in a loss on extinguishment of approximately $42,000 which is included in the loss on extinguishment of debt on the statements of operations.

- 151,481,025 shares for services provided by consultants, contractors, advisory members, board members, and other service providers. As of December 31, 2019, 2,000,000 shares of restricted common stock remain to be issued. The Company determined the fair value of the shares issued using the stock price on date of grant or issuance. Compensation expense is recognized as the services are provided to the Company. For the year ended December 31, 2019, we incurred $486,607 of compensation expense for stock issued for services and have prepaid expenses of $159,510 at December 31, 2019 for stock issued prior to services being performed.

- 5,000,000 shares to one of our convertible note payable lenders as a penalty for failure to repay the convertible note when due. The fair value of these shares was determined to be $7,500 based on the market price of the stock on date issued in accordance with the convertible note payable agreement which is included in interest expense on the statements of operations.

- 6,000,000 shares valued at $49,100 issued as charitable contributions to four separate charities. The Company determined the fair value of the shares issued using the stock price on date of issuance.

- 34,000,000 shares valued at $200,600 for the purchase of a vessel. The Company determined the fair value of the shares issued for the vessel using the stock price on the date of issuance.

- 23,192,857 shares to be issued.   During the year ended December 31, 2018, the Company issued or is to issue the following shares of restricted common stock: 331,254,949 shares for total proceeds of $289,102. At  December 31, 2018, 6,250,000 shares of restricted common stock were to be issued. 16,759,497 shares to settle $19,476 of principle and accrued interest owed on various convertible notes payable 287,014,220 shares for services provided by consultants, contractors, advisory members, board members, and other service providers. At December 31, 2018, 6,942,857 shares were  to be issued. The Company determined the fair value of the shares issued using the stock price on date of grant or issuance. Compensation expense is recognized as the services are provided to the Company. For the year ended December 31, 2018, we incurred $319,11 of compensation expense for stock issued for services. 62,100,000 shares to various convertible notes payable lenders as an issuance cost and as a penalty for failure to repay the convertible note when due. At  December 31, 2018, 10,000,000 shares of were  to be issued. The fair value of these shares was determined to be $77,830 based on the market price of the stock on date issued which is included in interest expense on the statements of operations. 60,000,000 shares valued at $78,000 for the purchase of a 1% equity interest in P&S (see Note 5). The Company determined the fair value of the shares issued using the stock price on the date of issuance. 23,192,857 shares to be issued.

Warrants and Options

The Company did not issue any warrants or options during the years ended December 31, 2019 and 2018. During the year ended December 31, 2019, 25,000,000 warrants expired. During the year ended December 31, 2018, 112,333,333 warrants expired.

At December 31, 2019 the Company had warrants to purchase a total of 8,000,000 shares of its restricted common stock outstanding.

The following table shows the warrants outstanding at December 31, 2019:

	Number of Shares
Term	2019		Exercise Price
11/10/12 to 11/20/22		4,000,000		0.0050
09/18/15 to 09/18/20		4,000,000		0.0030
09/10/17 to 09/10/19		-		0.0250
09/10/17 to 09/10/19		-		0.0250
		8,000,000