STOCKHOLDERS DEFICIT

9 Months Ended

Sep. 30, 2021

STOCKHOLDERS DEFICIT

NOTE 11 - STOCKHOLDERS' DEFICIT

NOTE 11 – STOCKHOLDERS’ DEFICIT

On July 2, 2019, the Company filed a Certificate of Amendment (the “Charter Amendment”) to the Company’s Articles of Incorporation (as amended to date, the “Articles of Incorporation”) with the Secretary of State of the State of Nevada. The Charter Amendment increased the Company’s capitalization to 2,000,000,000 shares of Common Stock and 20,000,000 shares of Preferred Stock, of which, 5,000,000 were designated as Series A Convertible Preferred Stock.

Common stock

The Company has authorized 2,000,000,000 shares of $0.0001 par value common stock. As of September 30, 2021, and December 31, 2020 there were 1,372,757,161 and 1,211,495,162 shares of common stock issued and outstanding, respectively.

During the reporting period, the Company agreed with an investor to terminate a common stock purchase agreement and cancellation of a common stock purchase warrant associated with the purchase agreement. The termination was not the result of any disagreement between the Company and the investor.

Preferred Stock Series A

As of September 30, 2021, and December 31, 2020, the Company had 20,000,000 shares of $0.0001 par value preferred stock authorized and there were 4,250,579 and 4,126,776 shares of Series A Preferred Stock issued and outstanding, respectively.

On May 22, 2019, the Company authorized and designated a class of Series A Convertible Preferred Stock (“Series A Preferred Stock”), in accordance with a Certificate of Designation filed with the State of Nevada (the “Series A Designation”). It subsequently issued 4,126,776restricted shares of Series A Preferred Stock to various employees and service providers to compensate and reward them for services and to incentivize them to provide continued service to the Company. The Series A Preferred Stock receives relative rights and preferences under terms and conditions set forth in the Certificate of Designation of the Preferred Stock.

Pursuant to the Series A Designation, each share of Series A Preferred Stock may be converted into 50 shares of common stock of the Company. The Series A Preferred Stockholders shall be entitled to share among dividends with the common stock shareholders of the Company on an as-converted basis. The Series A Preferred Stockholders shall vote with the common stock as a single class, on a 100 to 1 basis, such that for every share of Series A Preferred Stock held, such shares shall entitle the holder to cast 100 votes. The holders of the Series A Preferred Stock have no liquidation or redemption preference rights but get treated as common stockholders on an as converted basis.

The Company believes that the issuance of the Series A Preferred Stock was exempt from the registration requirements under the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act in that said transaction did not involve a public solicitation and said restricted shares were issued to only a small number of employees and consultants with an ongoing relationship with the Company.

Warrants

No warrants were issued during the three ended September 30, 2021.

A summary of warrants is as follows:

	Number			Weighted
	of			Average
	Warrants			Exercise
Balance outstanding, December 31, 2018		8,004,708			0.014
Warrants granted		15,800,319			.00475
Warrants exercised		-			-
Warrants expired or forfeited		-			-
Balance outstanding, December 31, 2019		23,805,027			0.079
Warrants granted		-			-
Warrants exercised		-			-
Balance outstanding, December 31, 2020		23,805,027			0.079
Warrants expired or forfeited		(8,004,708	)		-
Balance outstanding and exercisable, September 30, 2021		15,800,319		$	0.0079

Information relating to outstanding warrants on September 30, 2021, summarized by exercise price, is as follows:

		Outstanding and Exercisable
					Weighted
Exercise Price Per					Average
Share		Shares		Life (Years)	Exercise Price
$	0.004750		15,800,319	2.08	$	0.00475

The weighted-average remaining contractual life of all warrants outstanding and exercisable on September 30, 2021 is 2.08 years. The outstanding and exercisable warrants outstanding on September 30, 2021, had no intrinsic value.