STOCKHOLDERS' EQUITY

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

STOCKHOLDERS' EQUITY

NOTE 13 - STOCKHOLDERS' EQUITY

Effective January 3, 2022, pursuant to stockholder consent, the Board of Directors authorized an amendment to the Certificate of Incorporation of the Company, as amended, to increase the authorized shares of common stock from 6,000,000,000 shares to 12,000,000,000 shares. The increase in authorized shares of common stock has been accounted for retrospectively in these consolidated financial statements.

The Company is authorized to issue an aggregate of 12,000,000,000 common shares with a par value of $0.0001 per share and 1,000,000 shares of preferred stock with a par value of $0.0001 per share. On June 11, 2021, the board of directors and the majority shareholder approved the increase in the number of authorized shares of common stock from 3,000,000,000 to 6,000,000,000.

During the year ended December 31, 2021, the Company elected to convert $516,404 of principal and interest of non-redeemable convertible notes into 4,552,595,410 shares of common stock of the Company with a fair value of $13,327,708 resulting in a loss of extinguishment of debt of $12,811,304.

During the year ended December 31, 2021, the Holders of the Senior Convertible Notes issued on July 13, 2020, September 11, 2020, February 26, 2021 and May 27, 2021 elected to convert $377,260 of principal and interest into 214,329,084 shares of common stock of the Company with a fair value of $552,434 resulting in a loss of extinguishment of debt of $79,460.

During the year ended December 31, 2021, the Holders of Series C Stock election to convert 5,000 shares of Series C Stock into 250,000,000 shares of common stock.

During the year ended December 31, 2021, the Company issued 240,500,000 shares of common stock for stock-based compensation for consulting services with a fair value of $810,000.

During the year ended December 31, 2021, the Company issued 47,000,000 shares of common stock for stock-based compensation for officers and directors with a fair value of $123,350.

During the year ended December 31, 2020, the Holders of the Senior Convertible Notes issued on March 1, 2019, January 20, 2020, February 3, 2020 and April 14, 2020 elected to convert $302,438 of principal and $18,840 of interest into 91,031,792 shares of common stock of the Company with a fair value of $553,097 resulting in a loss on extinguishment of debt of $53,332.

On April 14, 2020, the Company issued 2,000,000 shares of common stock with a fair value of $111,800 to fully settle the 1,000,000 warrants issued in conjunction with the issuance of the Senior Convertible Note with Firstfire Global Opportunities Fund, LLC on March 1, 2019. The issue of the shares resulting in a loss on settlement of warrant liability of $70,299.

On May 7, 2020, The Company issued 11,111,111 shares of common stock with a fair value of $200,000 for a subscription to an online marketing platform to support the gocart.city grocery delivery application.

During the year ended December 31, 2020, the Company issued 17,999,999 shares of common stock and incurred an obligation to issue 32,000,001 shares of common stock for prepaid stock-based compensation for consulting services with a fair value of $525,000.

During the year ended December 31, 2020, the Company issued 97,500,000 shares of common stock for stock-based compensation for consulting services with a fair value of $1,025,100.

During the year ended December 31, 2020, the Company issued 154,000,000 shares of common stock for stock-based compensation due to officer and directors with a fair value of $1,896,800.

During the year ended December 31, 2020, the Company elected to convert $31,569 of principal and interest of non-redeemable convertible notes into 315,665,264 shares of common stock of the Company with a fair value of $1,939,444 resulting in a loss of extinguishment of debt of $1,907,875.

Common stock to be issued

On December 31, 2021 and 2020, the Company had an obligation to issue 32,000,001 shares of common stock valued at $336,000 and 32,000,001 shares of common stock valued at $336,000, respectively, for stock-based compensation – consulting services. These shares relate to an agreement dated August 1, 2020 for services to be provided from August 1, 2020 to July 31, 2022 whereby the Company shall pay 50,000,000 shares of Common Stock of the Company with a fair value of $525,000 for consulting. The shares are expensed the earlier of (i) the date of issue of shares or (ii) on a straight line over the life of the contract.

2021 Stock Incentive Plan

On October 1, 2021, the Board of Directors approved the 2021 Stock Incentive Plan (the “2021 Plan”) to attract and retain the best available personnel, to provide additional incentive to employees, directors and consultants, and to promote the success of the Company's business. Pursuant to the 2020 Plan, the Board may grant incentive stock options, non-qualified stock options, stock appreciation rights, restricted shares and restricted share units. to eligible persons. The maximum aggregate number of shares of common stock with respect to which awards granted under the Plan shall not exceed 200,000,000. At December 31, 2021, there are 0 shares of common stock available under the 2021 Plan.