Preferred Stock

The Company has designated a “Class B Convertible Preferred Stock” (the “Class B Preferred”). The number of authorized shares totals 1,000,000 and the par value is $.001 per share. The Class B Preferred shareholders vote together with the common stock as a single class. The holders of Class B Preferred are entitled to receive all notices relating to voting as are required to be given to the holders of the Common Stock. The holders of shares of Class B Preferred shall be entitled to 10,000 votes per share. The Class B Preferred Stock will have the rights to liquidation as all classes of the Common Stock of the Company. The Class B Preferred stockholders are entitled to receive non-cumulative dividends at the rate of 8% per annum and are accrued daily. The Class B Preferred Stock shall be redeemed by the Corporation for 100% of the original purchase price plus the amount of cash dividends accrued on the earlier of 6 months from the date of issuance, or the date that the Corporation received its funding from any outside source in conjunction with a merger, reverse merger or any change of control. In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, the holders of the Class B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any assets of the Corporation to the holders of the Common Stock, the amount of $.035 per share plus any and all accrued but unpaid dividends.

Common Stock

As of December 31, 2020, and 2019, the Company had 1,253,239,584 and 26,446,236 shares of its $0.001 par value common stock issued and outstanding, respectively. In addition, as of December 31, 2020 and 2019, the Company had 147,819,000 and 6,688,666 shares of common stock issuable, respectively.

During the year ended December 31, 2019, the Company issued common shares as follows,

	·	On January 8, 2019, the Company issued 70,588 common shares valued at $0.08 per share for a total of $5,647 to repay the outstanding amount of a convertible note of $17,688, resulting in a gain from debt extinguishment of $12,041.

	·	On May 10, 2019, the Company issued 50,000 common shares valued at $0.25 for $12,500 to repay the loan from the President and Director of the Company.

	·	In May 2019, the Company issued 190,000 common shares for cash proceeds of $43,500.

	·	On June 18, 2019, the Company issued 6,400,000 common shares valued at $0.001 par value for total of $6,400 as partial consideration for the acquisition of assets from AH Original, Inc. (“AOH”), a common controlled corporation owned by the same owner group of the Company.

	·	On July 1, 2019, the Company issued 400,000 shares of common stock valued at $80,000, based on market price on the issuance dates, as partial consideration to a corporation for investor relations services.

	·	On October 16, 2019, the Company issued 700,000 shares of common stock valued at $53,200, based on market price on the issuance dates, as partial consideration to a corporation for consulting services.

	·	During the year ended December 31, 2019, the Company issued 6,072,221 shares of common shares to convert the principal amount of $152,887 and accrued interest of $15,895 of convertible notes.

During the year ended December 31, 2020, the Company issued common shares as follows,

	·	During the first quarter of 2020 the company convertible promissory notes Principal balance $596,863 and accrued interest of $37,336 was converted to equity and issued a total of 431,729,278 shares of common stock.

	·	During the 2^nd quarter of 2020 the company’s convertible promissory notes Principal balance $173,500 and accrued interest of $16,142 was converted to equity and issued a total of 794,664,070 shares of common stock. As a result of this conversion a total of $649,742 derivative liabilities was settled.

Warrants Exercisable to Common Shares

The below table summarizes the activity of warrants exercisable for common shares during the year ended December 31, 2020 and the year ended December 31, 2019:

	Number of			Weighted Average
	Shares			Exercise Price
Balance as of December 31, 2018		112,238		$	0.29
Granted		1,038,125			0.35
Exercised		-			-
Forfeited		-			-
Balance as of December 31, 2019		1,150,363		$	0.30
Granted		-
Exercised		(102,689	)		-
Forfeited		-			-
Balance as of December 31, 2020		935,436		$	0.30

The following table summarizes information relating to outstanding and exercisable stock warrants as of December 31, 2020:

Warrants Outstanding
		Weighted Average
		Remaining Contractual		Weighted Average
Number of Shares		life (in years)		Exercise Price
	935,436		3.68	$	0.30

As of December 31, 2020, and December 31, 2019, the intrinsic value warrants outstanding was $0 and $0 based on the closing market price of $0.002 on December 31, 2020 and $0.001 on December 31, 2019, respectively.

Stock Options

During the year ended December 31, 2017, the Company granted 2,650,000 options to consultants, employees and management. One hundred thousand of those options had an exercise price of $.0001, and 250,000 options at an exercise price of $0.01 vested immediately and were valued at the fair value of the Company’s stock at the measurement date less the exercise price. The value of the options was $151,490 and recorded as stock based compensation. The other 2,300,000 of options vested immediately and the fair value of these options were calculated using the Black-Scholes-Merton model. The stock compensation expense related to these options for the year ended December 31, 2017 was $433,870. During the year ended December 31, 2019, the expiry terms of 875,000 options granted during year ended December 31, 2017 were extended for two years, resulting in fair value adjustment of $46,513 recorded under stock based compensation expense.

During the year ended December 31, 2019, the Company granted 50,000 options to consultants with an exercise price of $0.50 vested immediately and the fair value of these options were calculated using the Black-Scholes-Merton model. The stock compensation expense related to these options was $37,061.