COMMON STOCK

12 Months Ended

Dec. 31, 2021

Common Stock

COMMON STOCK

NOTE 6 – COMMON STOCK

Common Stock

Class A

For the quarter ending March 31, 2020, several lenders converted their debt into 415,479,876 common shares at an average of $0.00140 for a value of $232,257.

After unanimous Board of Director approval and Shareholder Approval by consent of over 51% of our outstanding shares, filing of our Definitive Information Statement, and notice to shareholders, we filed an Amended and Restated Articles of Incorporation to increase its authorized shares with the State of Nevada (which was approved by the State of Nevada on March 4, 2020) to 2.5 billion shares.

After unanimous Board of Director approval and Shareholder Approval by consent of over 51% of the Company’s r outstanding shares, filing of the Company’s Definitive Information Statement and notice to shareholders, the Company filed Amended and Restated Articles of Incorporation (“Amended Articles”) to increase its authorized shares with the State of Nevada, which was approved by the State of Nevada on May 8, 2020, which amended articles increased the Company’s r authorized Class A Common Stock Shares to Ten Billion (10,000,000,000) Shares, Class B Common Stock Shares to Four Hundred Million (400,000,000) Shares, and the Preferred Shares to Three Hundred Million (300,000,000) Shares. Additionally, the Amended Articles authorized the Company from May 8, 2020 and continuing until June 30, 2021, as determined by its Board of Directors in its sole discretion, to effect a Reverse Stock Split of not less than 1 share for every 5,000 shares and no more than 1 share for every 25,000 shares.

For the quarter ending June 30, 2020, several lenders converted their debt into 774,546,579 common shares at an average of $0.00060, for a value of $44,693.

For the quarter ending September 30, 2020, several lenders converted their debt into 2,125,389,202 common shares at an average of $0.00005, for a value of $111,977.

For the quarter ending December 31, 2020, several lenders converted their debt into 2,619,030,182 common shares at an average of $0.00082, for a value of $133,902.

For the year ended December 31, 2021 the Company issued or cancelled the following shares:

● Lenders converted their debt into 709,449,234 common shares at an average of $0.002869701, for a value of $2,035,907.

● Canceled 29,736,667 shares issued in prior years at par value, for a total value of $29,737.

● Issued 630,604,389 shares upon the exercise of warrants

● Issued 2,000,000 shares and raised $100,000 pursuant to a private placement

As of December 31, 2021 and December 31, 2020 there were 7,675,367,567 and 6,368,332,350 shares issued and outstanding, respectively.

Class B

Effective March 4, 2020, the Company’s board of directors authorized the issuance of twenty-five million (25,000,000) Class B Common Stock Shares to Ken Tapp, the Company’s Chief Executive Officer, in return for his services as its Chief Executive Officer from February 1, 2016 to February 29, 2020, which shares are equal to two billion five hundred million (2,500,000,000) votes and have no equity, cash value or any other value.

Effective March 28, 2021, the Company’s Board authorized the issuance of fifty million (50,000,000) Class B Common Stock Shares to Ken Tapp, its Chief Executive Officer, in return for his services as the Company’s r Chief Executive Officer from March 1, 2020 to February 28, 2021, which shares are equal to five billion (5,000,000,000) votes and have no equity, cash value or any other value. As of the date of this filing, the Company’s our Chief Executive Officer controls approximately in excess of 98% of shareholder votes via its issuance of 75,000,000 Class B Shares to Ken Tapp, thereby controlling over 7,500,000,000 votes.

As of December 31, 2021, there are 75,000,000 shares of Class B shares outstanding

Preferred Stock

As of December 31, 2021 and December 31, 2020, the Company had 300,000,000 shares of preferred stock authorized with no preferred shares outstanding

Based on a unanimous vote of the Company’s r directors, the Company designated 100,000,000 shares of Cumulative Convertible Preferred A shares. On July 6, 2021, the Certificate of Rights and Preferences for those shares was approved. Each Preferred A Share has the right to convert each Series A Preferred Share into 20 Common Stock Shares if and only if, we become listed on the New York Stock Exchange (NYSE) or NASDAQ, and shall have liquidation rights over other series of Preferred Stock. As of December 31, 2021, no Preferred A shares have been issued.