STOCKHOLDERS' DEFICIT

12 Months Ended

Dec. 31, 2020

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, 2020 and 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. 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, 2020 and 2019, the Company issued the following shares of common stock:

	2020			2019
Common stock issued for cash		425,777,619			953,596,664
Common stock issued for services		136,842,821			151,481,025
Common stock issued to convert notes payable and accrued interest		39,781,082			62,638,873
Stock issued for charitable contributions		1,000,000			6,000,000
Stock issued for purchase of vehicle		1,000,000			-
Shares cancelled and returned to treasury		(60,000,000	)		-
Shares reclassed from common stock to be issued		10,120,000			-
Stock issued to convert accounts payable		-			7,000,000
Common stock issued for financing costs		-			5,000,000
Purchase of vessel		-			34,000,000
Shares reclassed from common stock to be issued		-			23,192,857
Total		554,521,522			1,242,909,419

Common Stock Issuances

During the year ended December 31, 2020, the Company issued or is to issue the following shares of restricted common stock:

- 425,777,619 shares for total proceeds of $1,299,024.

- 136,842,821 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 grant or issuance. Compensation expense is recognized as the services are provided to the Company. For the year ended December 31, 2020, the Company incurred $751,416 of compensation expense for stock issued for services and have prepaid expenses of $123,039 at December 31, 2020 for stock issued prior to services being performed. The Company recorded unearned compensation of $67,058 on its consolidated balance sheet for the year ended December 31, 2020.

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

- 1,000,000 shares valued at $6,000 for the purchase of a vehicle. The Company determined the fair value of the shares issued for the purchase of the vehicle using the stock price on the date of the bill of sale.

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

- 60,000,000 shares were cancelled and returned to the treasure (See Note 5 – Investment in Probability and Statistics, Inc.).

- 10,120,000 restricted shares reclassed from common stock to be issued.

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 consolidated 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, the Company 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 consolidated 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.

Warrants and Options

The Company did not issue any warrants or options during the years ended December 31, 2020, and 2019.

At December 31, 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 December 31, 2020 and 2019: 

	Number of	Weighted Average	Weighted Average	Average
	Warrants	Exercise Price	Remaining Life (Years)	Intrinsic Value
Outstanding, December 31, 2018	33,000,000	$0.0199	1.27	$-
Granted	-	-	-	-
Forfeited or expired	(25,000,000)	0.025	-	-
Exercised	-	-	-	-
Outstanding, December 31, 2019	8,000,000	0.004	1.83	0.0038
Exercisable, December 31, 2019	8,000,000	0.004	1.83	0.0038
Granted	-	-	-	-
Forfeited or expired	(4,000,000)	0.003	-	0.0033
Exercised	-	-	-	-
Outstanding, December 31, 2020	4,000,000	0.005	1.92	0.0013
Exercisable, December 31, 2020	4,000,000	$0.005	1.92	$0.0013