STOCKHOLDERS' DEFICIT

9 Months Ended

Sep. 30, 2020

Capital Stock

STOCKHOLDERS' DEFICIT

NOTE 7 – STOCKHOLDERS’ DEFICIT

Common Stock Issuances

During the nine month period ended September 30, 2020, the Company issued or is to issue the following shares of common stock:

- 192,700,001 restricted shares for total proceeds of $718,799.

- 39,781,082 restricted shares to settle $84,086 of principal and accrued interest owed on various convertible notes payable and one note payable.

- 26,611,878 vested and non-forfeitable restricted shares for services provided by consultants, contractors, and other service providers. The Company determined the fair value of the shares issued using the stock price on date of issuance. Compensation expense is recognized as the services are provided to the Company.

- 16,510,490 restricted shares reclassed from common stock to be issued.

- 1,000,000 shares valued at $9,700 issued as charitable contribution to a separate charity. The Company determined the fair value of the shares issued using the stock price on date of issuance.

During the nine month period ended September 30, 2019, the Company issued the following shares of common stock:

- 642,029,999 restricted shares for total proceeds of $1,210,940.

- 130,370,616 fully vested and non-forfeitable restricted shares for services provided by consultants, contractors, advisory members, board members, and other service providers. The Company determined the fair value of the shares issued using the stock price on date of issuance. Compensation expense is recognized as the services are provided to the Company.

- 57,960,743 restricted shares to settle $290,679 of principal and accrued interest owed on various convertible notes payable and one note payable.

- 7,000,000 restricted shares to settle an account payable in the amount of $7,000.

- 5,000,000 restricted 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.

- 4,000,000 restricted shares issued as charitable contributions to three separate charities. The Company determined the fair value of the shares issued using the stock price on date of issuance. For the three and nine month periods ended September 30, 2019, we incurred $32,900 and $32,900 of charitable donation expense for stock which is included in general and administrative expenses in the statement of operations.

Series A Preferred Stock

At September 30, 2020 and December 31, 2019, 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.

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.

Warrants and Options

The Company did not issue any warrants or options during the nine month periods ended September 30, 2020, and 2019.

At September 30, 2020, the Company had warrants to purchase a total of 4,000,000 shares of its restricted common stock outstanding.

The following table shows the warrants outstanding at September 30, 2020:

	Number of Shares
Term	September 30, 2020	Exercise Price
11/10/12 to 11/20/22	4,000,000	0.0050
	4,000,000