STOCKHOLDERS' DEFICIT

3 Months Ended

Mar. 31, 2021

Capital Stock

STOCKHOLDERS' DEFICIT

NOTE 7 – STOCKHOLDERS’ DEFICIT

Common Stock Issuances

During the three month periods ended March 31, 2021 and 2020, the Company issued or is to issue the following shares of common stock:

	2021		2020
Common stock issued for cash		75,850,000		8,900,000
Common stock issued for services		-		5,348,366
Common stock issued to convert notes payable and accrued interest		8,734,640		39,781,082
Shares reclassed from common stock to be issued		-		10,120,000
Total		84,584,640		64,149,448

During the three month period ended March 31, 2020, the Company issued or is to issue the following shares of common stock:

-       75,850,000 restricted shares for total proceeds of $199,550.

-       8,734,640 restricted shares to settle $20,302 of principal and accrued interest owed on various convertible notes payable and one note payable. The Company had a loss on extinguishment of debt totaling $37,346.

During the three month period ended March 31, 2020, the Company issued or is to issue the following shares of common stock:

-       8,900,000 restricted shares for total proceeds of $52,500.

-       5,348,366 fully 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. For the three month period ended March 31, 2020, the Company incurred $16,055 of compensation expense for stock issued for services and have prepaid expenses of $133,208 at March 31, 2020 for stock issued prior to services being performed.

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

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

Series A Preferred Stock

At March 31, 2021 and December 31, 2020, 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 three month periods ended March 31, 2021 and 2020.

The following table shows the warrants outstanding at March 31, 2021:

					Weighted Average
	Number of		Weighted Average		Remaining Life	Average
	Warrants		Exercise Price		(Years)	Intrinsic Value
Outstanding, March 31, 2021		4,000,000	$	0.0050	1.58	$	0.0010
Exercisable, March 31, 2021		4,000,000	$	0.0050	1.58	$	0.0010