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STOCKHOLDERS DEFICIT
6 Months Ended
Jun. 30, 2021
STOCKHOLDERS DEFICIT  
8.STOCKHOLDERS' DEFICIT

8. STOCKHOLDERS’ DEFICIT

 

As of June 30, 2021, the Company’s authorized stock consisted of 2,000,000,000 shares of common stock, with a par value of $0.001 per share. The Company is also authorized to issue 20,000,000 shares of preferred stock, with a par value of $0.001 per share. The rights, preferences and privileges of the holders of the preferred stock will be determined by the Board of Directors prior to issuance of such shares.

 

Series D Preferred Stock

 

On November 27, 2019, the Company filed a Certificate of Designation for its Series D Preferred Stock (the “Series D Certificate”) with the Secretary of State of Nevada which designates 1,000 shares of the Company’s preferred stock par value $0.001 per share as Series D Preferred Stock. William E. Beifuss, Jr., the Company’s President and Chief Executive Officer, was issued 1,000 shares of Series D Preferred Stock valued at $15,000 by an independent valuation firm, which shares were outstanding as of December 31, 2019. The 1,000 shares of Series D preferred stock were automatically redeemed on January 11, 2020, 45 days after the effective date of the Series D Certificate.

 

Pursuant to the terms of the Designation, holders of Series D Preferred Stock shall not be entitled to dividends or a liquidation preference and shall have no conversion rights. For so long as any shares of the Series D Preferred Stock remain issued and outstanding, the holders thereof, voting separately as a class, shall have the right to vote in an amount equal to fifty-one percent (51%) of the total voting power of the Company’s shareholders. Such vote shall be determined by the holder(s) of a majority of the then issued and outstanding shares of Series D Preferred Stock.

The shares of the Series D Preferred Stock shall be automatically, and without any required action by the Company or the holders thereof, redeemed by the Company at their par value on the first to occur of the following triggering events: (i) a date forty-five (45) days as after the Effective Date, (ii) on the date that Mr. Beifuss. ceases, for any reason, to serve as officer, director or consultant of the Company, it being understood that if Mr. Beifuss continues without interruption to serve thereafter in one or more capacities as officer, director or consultant of the Company this shall not be considered a cessation of service, or (iii) on the date that the Company’s shares of common stock first trade on any national securities exchange and such listing is conditioned upon the elimination of the preferential voting rights of the Series D Preferred Stock set forth in the Certificate of Designation.

 

Common Stock

 

Effective February 14, 2020, the Company effected a reverse split of its common stock at a ratio of one for two hundred twenty-five shares (1:225) with the filing of a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of Nevada. The Company has given retroactive effect for the reverse stock split in its financial statements and notes thereto for all periods presented.

 

As of June 30, 2021 and December 31, 2020, the Company had 184,279,404 and 133,337,561 shares of common stock issued and outstanding, respectively.

 

During the six months ended June 30, 2021, the Company issued a total of 37,606,169 shares of common stock in consideration for the conversion of $163,261 of principal of convertible notes payable and accrued interest payable of $22,219. In connection with the convertible debt conversions, the Company settled derivative liabilities of $204,091. There was no gain or loss on settlement of debt due to the conversions occurring within the terms of the convertible notes.

 

Also during the six months ended June 30, 2021, the Company issued 8,466,667 shares of common stock in consideration for the conversion of 127 shares of Series B Preferred Stock valued at $12,700 and issued 4,869,007 shares of common stock for services valued at $12,700.

 

During the six months ended June 30, 2020, the Company issued a total of 50,457,848 shares of common stock: 40,677,465 shares for the conversion of $87,081 of principal of convertible notes payable, accrued interest payable of $8,689, and fees of $2,250; 9,777,778 shares for the conversion of 1,100 shares of Series B Preferred Stock recorded at par value; and 2,605 shares for the rounding of shares in the February 2020 reverse stock split recorded at par value of $3. In connection with the convertible debt and Series B Preferred Stock conversions, the Company reduced derivative liabilities by $311,547. There was no gain or loss on settlement of debt due to the conversions occurring within the terms of the underlying agreements