Stockholders' Equity Disclosure

12 Months Ended

Dec. 31, 2020

Notes

Stockholders' Equity Disclosure

NOTE 11 - STOCKHOLDERS’ EQUITY

The Company is authorized to issue 10,000,000 shares of it $0.001 par value preferred stock and 100,000,000 shares of its $0.001 par value common stock. On October 26, 2020, the Board of Directors (the Board), authorized the Company to amend the Articles of Incorporation of the Corporation to increase the authorized capital stock of the Corporation to 1,010,000,000 shares, of which 1,000,000,000 shall be authorized as common shares and 10,000,000 shall be authorized as preferred shares. Additionally, the Board authorized the execution of a reverse split of the issued and outstanding shares of the Corporation’s common stock at a ratio of up to one post-split share per twenty-five pre-split shares (1:25) at a time and exact ratio amount the Board of Directors deems appropriate. On May 25, 2021, the Board of Directors increased the authorized shares from 100,000,000 to 150,000,000.

The Company has also designated 76,000 shares of Series A Preferred Stock. Each share of Series A Preferred Stock is convertible, at any time, at the option of the holder, into five shares of our common stock and one warrant to purchase one share of our common stock at $1.00 per share. All Preferred Stock automatically converts into shares of the Company’s common stock and warrants after three years from the original issue date of the Preferred Stock. On February 19, 2020 the Company converted the 76,000 outstanding Series A preferred shares, based on the automatic conversion terms into 205,000 common shares and 76,000 warrants have been issued, with the remaining 175,000 shares of common stock still to be issued and recognized as stock payable.

On January 3, 2020, the Company issued 200,000 shares of common stock for $50,000 cash at $0.25 per share.

On January 3, 2020, the Company issued 100,000 shares for services with a fair value of $39,000, based on stock price of $0.39 on date of the agreement.

On January 30, 2020, the Company issued 15,000 shares for services with a fair value of $6,390 that were due during the year ended December 31, 2019 and included in stock payable.

On February 5, 2020, the Company issued 4,000,000 shares for the settlement of debt with a fair value of $1,240,000, based on stock price of $0.31 on date of the agreement.

On February 5, 2020, the Company issued 3,600,000 shares for services with a fair value of $1,116,000, based on stock price of $0.31 on date of the agreement.

On March 9, 2020, the Company cancelled a consulting agreement entered into during the year ended December 31, 2019. As a result, the Company received and cancelled 500,000 shares of common stock valued $125,000, based on stock price of $0.25 on date of reacquisition.

On March 10, 2020, the Company issued 300,000 shares for services with a fair value of $103,000 based on stock price of $0.23-$0.40 on date of the agreement.

On March 11, 2020, the Company received $100,000 in cash proceeds for the issuance of 500,000 shares of common stock, which were issued on April 1, 2020.

On April 2, 2020, the Company filed a certificate of designation of preferences, rights and limitations of a new Series B Preferred Stock with the Secretary of State of Nevada, designating 10,000 shares of preferred stock, par

value $0.001 of the Company, as Series B Preferred Stock. The new Series B Preferred Stock does not pay a dividend, does not have any liquidation preference over other securities issued by the Company and are not convertible into shares of the Company’s common stock. For so long as any shares of the Series B Preferred Stock remain issued and outstanding, the holders thereof, voting separately as a class, shall have voting power equal to a controlling 51% of the total vote on all shareholder matters of the Company. Upon or after the third anniversary of the initial issuance date, the Company shall have the right, at the Company’s option, to redeem all or a portion of the shares of Series B Preferred Stock, at a price per share equal to par value.

On April 2, 2020, the Board issued 5,000 shares of the Series B Preferred Stock to the Company’s Chief Executive Officer and President, Michael Stebbins, and 5,000 shares of the Series B Preferred Stock to the Company’s Secretary and Treasurer, Robertson Orr for the purpose of assuring that they retains voting control of the Company. The shares were valued at $3,073,595 which was based on the value of the voting rights, which was determined based on the equity value of 51% of outstanding shares using a stock price of $0.11 on April 2, 2020. The $3,073,595 was recognized as shares issued for services included in professional fees expenses on the consolidated Statement of Operations.

On May 1, 2020, the Company issued 1,500,000 shares of common stock for $210,000 as commitment shares for the issuance of a certain note payable issued on May 1, 2020.

On July 9, 2020 the company sold 70,000 shares of common stock and 70,000 warrants for cash proceeds of $7,000. These shares were issued.

On June 5, 2020, the Company issued 1,468,085 shares of common stock $308,298 as commitment shares for the issuance of a certain note payable issued on June 5, 2020.

On June 10, 2020, the Company received and cancelled 674,000 shares of common stock valued $175,240, based on stock price on date of reacquisition.

On June 12, 2020, the Company issued 1,300,000 shares of common stock for $175,000.

On June 12, 2020, the Company issued 25,000 shares for services with a fair value of $8,000 based on stock price of $0.32 on date of the agreement.

On June 1, 2020 the Company entered into an agreement to provide 250,000 shares of common stock with a fair value of $60,000 based on stock price of $0.24 on date of the agreement in connection with consulting services.

On June 15, 2020 the Company entered into an agreement to provide 250,000 shares of common stock with a fair value of $42,500 based on stock price of $0.17 on date of the agreement in connection with consulting services.

On July 9, 2020, the Company issued 420,000 of common stock for $42,000 cash.

On July 30, 2020, the Company issued 15,000 shares for services with a fair value of $2,805 based on stock price of $0.19 on date of the agreement.

On August 1, 2020, the Company issued 80,000 shares for services with a fair value of $15,760 based on stock price of $0.20 on date of the agreement.

On August 1, 2020, the Company issued 50,000 shares to extend the due date of a certain note payable dated May 2, 2017 with a fair value of $9,850, based on stock price of $0.20 on date of the agreement.

On August 3, 2020, the Company issued 320,000 shares for services, of which 220,000 shares were bonus shares with a fair value of $41,800 based on stock price of $0.19 on date of grant.

On August 3, 2020, the Company issued 750,000 of common stock for $75,000 cash.

On August 10, 2020, the Company issued 750,000 shares for services with a fair value of $157,500 based on stock price of $0.21 on date of the agreement.

On August 10, 2020, the Company issued 500,000 of common stock for $50,000 cash.

On August 20, 2020, the Company issued 1,002,919 shares of common stock $183,334 as commitment shares for the issuance of a certain note payable issued on August 20, 2020.

On August 30, 2020, the Company issued 250,000 shares for services with a fair value of $60,000 based on stock price of $0.24 on date of the agreement.

On August 23, 2020, the Company issued 500,000 shares for services with a fair value of $90,000 based on stock price of $0.18 on date of the agreement.

On August 25, 2020, the Company issued 500,000 shares for services with a fair value of $75,000 based on stock price of $0.15 on date of the agreement.

On August 31, 2020, the Company issued 150,000 shares for services with a fair value of $18,000 based on stock price of $0.12 on date of the agreement.

On September 1, 2020, the Company issued 500,000 shares for services with a fair value of $100,000 based on stock price of $0.20 on date of the agreement.

On September 4, 2020, the Company issued 300,000 shares for services with a fair value of $30,000 based on stock price of $0.10 on date of the agreement.

On September 8, 2020, the Company issued 875,000 of common stock for $87,500 cash.

On September 13, 2020, the Company issued 250,000 shares for services with a fair value of $42,500 based on stock price of $0.17 on date of the agreement.

On September 15, 2020, the Company issued 175,000 shares for services with a fair value of $33,750 based on stock price of $0.13 to $0.024 on date of the agreement.

On September 15, 2020, the Company issued 25,000 shares for services with a fair value of $6,000 based on stock price of $0.24 on date of the agreement.

On September 28, 2020, the Company issued 600,000 shares for services with a fair value of $110,000 based on stock price of $0.10 to $0.20 on date of the agreement.

On September 29, 2020, the Company issued 350,000 of common stock for $35,000 cash.

On September 29, 2020, the Company issued 250,000 shares for services with a fair value of $45,000 based on stock price of $0.18 on date of the agreement.

On September 30, 2020, the Company issued 100,000 of common stock for $10,000 cash.

On October 1, 2020 the Company issued 1,950,000 shares of common stock with a fair value of $390,000 based on stock prices between $0.20 in connection with consulting services.

On October 5, 2020 the Company sold 1,500,000 shares of common stock and 1,500,000 warrants for cash proceeds of $150,000. As of December 31, 2020, the shares were not issued and included were included in stock payable.

On October 22, 2020, the Company issued 1,210,000 shares for services with a fair value of $269,200 based on stock price between $0.17 and $0.27 on date of the agreement.

On October 22, 2020 the Company sold 500,000 shares of common stock and 500,000 warrants for cash proceeds of $50,000.

On December 16, 2020, the Company issued 1,700,000 shares for services with a fair value of $306,000 based on stock price between $0.15 and $0.20 on date of the agreement.

On December 31, 2020 the Company sold 325,000 shares of common stock and 325,000 warrants for cash proceeds of $32,500.

During the year ended December 31, 2020, the Company issued 500,000 shares to consultant in error and is in the process of the having the shares returned. As of the date of filing the shares have not been returned.