STOCKHOLDERS' EQUITY

3 Months Ended

Mar. 31, 2022

Stockholders' Equity Note [Abstract]

Stockholders' Equity Note Disclosure

NOTE 8 – STOCKHOLDERS’ EQUITY

Preferred Stock

The Company is authorized to issue 10,000,000 shares of noncumulative, non-voting, nonconvertible preferred stock, $0.001 par value per share.

At March 31, 2022 and December 31, 2021, 187,000 and 262,000 shares of preferred stock were issued and outstanding, respectively.

2022

During the three months ended March 31, 2022, no shares of preferred stock were issued.

2021

During the three months ended March 31, 2021, 95,000 shares of Series B Preferred Stock were issued at a stated price of $1.084 per share for cash proceeds of $100,000, net of $3,000 legal fees.

Each share of Series B Preferred Shares will carry an annual dividend in the amount of twelve percent (12%) of the Stated Value (the “Dividend Rate”), which shall be cumulative and compounded daily, payable solely upon redemption, liquidation or conversion. The Company has the right to redeem all or any portion of the shares within 180 days following the issuance day.

The Holder shall have the right from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the Issuance Date, to convert all or any part of the outstanding Series B Preferred Stock into fully paid and non-assessable shares of Common Stock. The conversion price (the “Conversion Price”) shall equal the 61% multiplied by the Market Price (representing a discount rate of 39%). “Market Price” means the lowest Trading Price for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date.

At the time of issuance, the Company evaluated the nature of Series B Preferred Stock and concluded it more akin to equity and recorded it as permanent equity. The Company also recorded $60,738 beneficial conversion feature to additional paid in capital and amortized at the time of issuance. On March 31, 2021, the Company recorded Deemed dividend on Convertible Series B Preferred Stock of $14,172.

Common Stock

The Company is authorized to issue 700,000,000 shares of common stock with a $0.001 par value per share.

At March 31, 2022 and December 31, 2021, 252,563,747 and 217,655,150 shares were issued and outstanding, respectively.

2022

During the three months ended March 31, 2022, (i) 20,164,153 shares were issued upon the conversion of 75,000 shares of Series B Preferred Stock, (ii) 10,000,000 shares were issued as in conjunction with entering into a consulting agreement with an investor relations firm, (iii) 4,444,444 shares were issued to settle certain liabilities and (iv) 300,000 shares were issued as debt issuance cost.

2021

During the three months ended March 31, 2021, (i) 6,167,273 shares were issued upon the conversion of 128,000 shares of Preferred Stock, (ii) 3,836,475 shares were issued upon cashless exercised of 9,528,689 options, and (iii) 1,162,791 shares were issued in lieu of a bonus payment of $58,140.