STOCKHOLDERS’ EQUITY (DEFICIT)

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

STOCKHOLDERS’ EQUITY (DEFICIT)

NOTE 7 – STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred Stock

The Company has 20,000,000 authorized shares of $0.001 preferred stock.

Series A Preferred Stock

On December 19, 2017, the Company amended its articles of incorporation by filing a certificate of designation with the Secretary of State of Florida therein designating a class of preferred stock as Series A Preferred Stock, $0.001 par value per share, consisting of 3,000,000 shares. Each holder of shares of Series A Preferred Stock shall be entitled to the number of votes equal to the number of votes held by the number of shares of common stock into which such share of Series A Preferred Stock could be converted, and except as otherwise required by applicable law, shall have the voting rights and power equal to the voting rights and powers of the common stock. The holders of the Series A Preferred Stock shall vote together with the holders of the common stock of the Company as a single class and as single voting group upon all matters required to be submitted to a class or series vote pursuant to the protective provisions of the Certificate of Designation or under applicable law. In the event of liquidation, dissolution or winding up of the Corporation, either voluntarily or involuntarily, the holders of Series A Preferred Stock shall be entitled to receive, prior and in preference to any common stock holders, distribution of any surplus funds equal to the greater of (i) the sum of $1.67 per share or (ii) such amount per share as would have been payable had all shares been converted to common stock.

Each share of Series A Preferred Stock is convertible into shares of common stock at a conversion Rate of 2:1 (the “Series A Conversion Rate”). The Series A Conversion Rate shall be adjusted for stock splits, stock combinations, stock dividends or similar recapitalizations.

Pursuant to the Articles of Incorporation, the shares of Series A Preferred Stock automatically converted into 6,000,000 shares of common stock to be issued on February 12, 2021, (the one-year anniversary of the initial filing by the Company of the Form 10 filed with the Securities and Exchange Commission).

As of December 31, 2021, and 2020, there were -0- and 3,000,000 shares, respectively, of Series A Preferred Stock issued and outstanding.

Series B Preferred Stock

On December 19, 2017, the Company amended the articles of incorporation by filing a certificate of designation with the Secretary of State of Florida therein designating a class of preferred stock as Series B Preferred Stock, $0.001 par value per share, consisting of 4,440,000 shares (the “Series B Preferred Stock Certificate of Designation”).

Each holder of shares of Series B Preferred Stock shall be entitled to the number of votes equal to the number of votes held by the number of shares of common stock into which such share of Series B Preferred Stock could be converted, and except as otherwise required by applicable law, shall have the voting rights and power equal to the voting rights and powers of the common stock. The holders of the Series B Preferred Stock shall vote together with the holders of the common stock of the Company as a single class and as single voting group upon all matters required to be submitted to a class or series vote pursuant to the protective provisions of the Series B Preferred Stock Certificate of Designation or under applicable law. In the event of liquidation, dissolution or winding up of the Corporation, either voluntarily or involuntarily, the holders of Series A Preferred Stock shall be entitled to receive, prior and in preference to any common stock holders, distribution of any surplus funds equal to the greater of: the sum of $0.83 per share or such amount per share as would have been payable had all shares been converted to common stock.

The holder of Series B Preferred Stock may elect at any time to convert such sharers into common stock of the Company. Each share of Series B Preferred Stock is convertible into shares of common stock at a conversion rate of 1:1 (the “Series B Conversion Rate”). The Series B Conversion Rate shall be adjusted for stock splits, stock combinations, stock dividends or similar recapitalizations.

Pursuant to the Articles of Incorporation, the shares of Series B Preferred Stock automatically converted into 4,440,000 shares of common stock to be issued on February 12, 2021, the one-year anniversary of the initial filing by the Company of the Form 10 filed by the Company with the Securities and Exchange Commission.

As of December 31, 2021, and 2020, there were -0- and 4,440,000 shares, respectively, of Series B Preferred Stock issued and outstanding.

Common Stock

The Company has 300,000,000 authorized shares of $0.001 common stock. During the year ended December 31, 2021, the Company sold 2,240,000 shares of common stock pursuant to a Private Placement Memorandum (the “PPM”) for $0.25 per share and received $560,000. The Company also issued 24,000 shares of common stock previously recorded as common stock to be issued. As of December 31, 2021, and 2020, there are 19,747,283  and 17,483,283 shares of common stock outstanding, respectively.

Common Stock to be issued

On February 12, 2021, the Company recorded 6,000,000 shares of common stock to be issued to the holders of Series A Preferred Stock, pursuant to the automatic conversion feature of the Series A Certificate of Designation, whereby, the Series A shares are to automatically convert on the one-year anniversary of the Company filing its Registration Statement on Form 10. The Form 10 Registration Statement was filed with the SEC on February 12, 2020.

On February 12, 2021, the Company recorded 4,440,000 shares of common stock to be issued to the holders of Series B Preferred Stock, pursuant to the automatic conversion feature of the Series B Certificate of Designation, whereby, the Series B shares are to automatically convert on the one-year anniversary of the Company filing its Registration Statement on Form 10. The Form 10 Registration Statement was filed with the SEC on February 12, 2020.

As of December 31, 2021, and 2020, there were 11,067,281 and 651,281, respectively, shares of common stock to be issued. The December 31, 2021 amount relates to 6,000,000 shares of common stock be issued for the automatic conversion of the Series A Preferred Stock, 4,440,000 shares of common stock to be issued for the automatic conversion of the Series B Preferred Stock, 597,281 shares to be issued pursuant to a Stock Issuance and Release Agreement (“SRI Agreement”) executed by the Company in February 2019 to stockholders for no consideration who purchased shares in 2018 at $1.85, and 30,000 shares of common stock to be issued to two initial shareholders of VI. The December 31, 2020, amount relates to 621,281 shares to be issued pursuant to the SRI Agreement and 30,000 shares of common stock to be issued to two initial shareholders of VI.

Stock Options

The following table summarizes activities related to stock options of the Company for the years ended December 31, 2021, and 2020:

	Number of Options			Weighted- Average Exercise Price per Share		Weighted- Average Remaining Life (Years)		Aggregate Intrinsic Value
Outstanding at January 1, 2020		2,450,000		$	0.57		8.20	$	-
Forfeited		(550,000	)	$	0.25		7.94	$	-
Outstanding at December 31, 2020		1,900,000		$	0.66		6.83	$	-
Outstanding at December 31, 2021		1,900,000		$	0.66		5.83	$	-
Exercisable at December 31, 2021		1,883,333		$	0.67		5.82	$	-

The Company did not grant any options to purchase shares of common stock during the year ended December 31, 2021. During the year ended December 31, 2020, 550,000 options to purchase common stock were forfeited.

The Company recorded stock compensation expense of $4,326 and $14,781 for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, 16,667 options to purchase shares of common stock remain unvested and $1,163 of stock compensation expense remains unrecognized and is being expensed over a weighted average period of .5 years from the date of the grant.

Warrants

The following table summarizes activities related to warrants of the Company for the years ended December 31, 2021, and 2020:

	Number of Warrants			Weighted Average Exercise Price Per Share		Weighted Average Remining Life (Years)
Outstanding and exercisable at January 1, 2020		4,146,725		$	0.53		2.50
Outstanding an exercisable at December 31, 2020		4,146,725		$	0.53		1.50
Expired		(86,725	)		1.85
Outstanding and exercisable at December 31, 2021		4,060,000		$	0.53		0.50