STOCKHOLDERS’ EQUITY (DEFICIT)

12 Months Ended

Dec. 31, 2022

STOCKHOLDERS’ (DEFICIT) EQUITY:

STOCKHOLDERS’ EQUITY (DEFICIT)

NOTE 14 – STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred Stock

In accordance with the Company’s bylaws, the Company has authorized a total of 2,000,000 shares of preferred stock, par value $0.01 per share, for all classes. As of December 31, 2022 and 2021 respectively, there were 88,335 and 88,235 total preferred shares issued and outstanding for all classes.

On December 23, 2021, pursuant to the approval of the Board of Directors and a majority vote of the holders of Series D Preferred Stock, the Company amended the Certificate of Designation for the Series D Preferred Stock so that each share of Series D Stock is convertible, at the sole and exclusive election of the holder, into two shares of Common Stock of the Company.

On June 22, 2022, the Board of Directors of the Company approved the filing of an amendment to the Company’s Certificate of Incorporation (the “Certificate of Incorporation”), in the form of a Certificate of Designation that authorized for issuance of up to 100 shares of a new series of Preferred Stock, par value $0.01 per share, of the Company designated “Series A Super Voting Preferred Stock” and established the rights, preferences and limitations thereof. The Board authorized the Series A Preferred Stock pursuant to the authority given to the Board under the Certificate of Incorporation, which authorizes the issuance of up to 2,000,000 shares of Preferred Stock, par value $0.01 per share, and authorizes the Board, by resolution, to establish any or all of the unissued shares of Preferred Stock, not then allocated to any series into one or more series and to fix and determine the designation of each such shares, the number of shares which shall constitute such series and certain preferences, limitations and relative rights of the shares of each series so established.

The holders of the Series A Preferred Stock shall be entitled to vote, on a pro-rata basis, on all matters subject to a vote or written consent of the holders of the Company’s Common Stock, and on all such matters, the shares of Series A Preferred Stock shall be entitled to that number of votes equal to the number of votes that all issued and outstanding shares of Common Stock and all other securities of the Company are entitled to, as of any such date of determination, on a fully diluted basis, plus one million (1,000,000) votes, it being the intention that the holders of the Series A Preferred Stock shall have effective voting control of the Company, on a fully diluted basis.

Unless approved by a majority vote of the holders of Common Stock, the Series A Super Voting Preferred Stock will terminate five years after the issuance date, which is June 24, 2027.

During the year ended December 31, 2022, the Company issued 100 shares of Series A preferred stock to the Chief Executive Officer for no consideration pursuant to above.  Pursuant to this, the CEO has the right to a majority of the voting power of the Company.

Common Stock

In accordance with the Company’s bylaws, the Company has authorized a total of 20,000,000,000 shares of common stock, par value $0.0001 per share. As of December 31, 2022 and 2021, there were 6,427,495,360 and 5,197,921,885 common shares issued, respectively. As of December 31, 2022 and 2021, there were 6,427,395,360 and 5,197,821,885 common shares outstanding, respectively.

2021 Transactions

On January 14, 2021, the Company issued an aggregate of 100,000,000 shares of common stock upon the conversion of convertible debt, as issued on September 24, 2018, in the amount of $28,000.

On January 25, 2021, the Company issued an aggregate of 150,000,000 shares of common stock upon the conversion of convertible debt, as issued on September 24, 2018, in the amount of $42,000.

On February 1, 2021, the Company issued an aggregate of 30,999,995 shares of common stock upon the conversion of convertible debt, as issued on February 12, 2019, in the amount of $8,116.

On February 11, 2021, the Company issued an aggregate of 100,000,000 shares of common stock upon the conversion of convertible debt, as issued on September 24, 2018, in the amount of $56,000.

On February 18, 2021, the Company issued an aggregate of 220,000,000 shares of common stock upon the conversion of convertible debt, as issued on September 24, 2018, in the amount of $75,436 for principal and $39,638 for interest.

On April 15, 2021, the Company issued an aggregate of 8,065,040 shares of common stock upon the conversion of convertible debt, as issued on October 7, 2020, in the amount of $47,850 and interest of $2,153.25.

On April 30, 2021, the Company issued 60,000,000 shares of common stock as compensation for loan acquisition costs associated with the note issued on the same date for the amount of $825,000.

On June 4, 2021, the Company issued an aggregate of 12,500,000 shares of common stock upon the conversion of convertible debt, as issued on September 25, 2018, in the amount of $76,656.83 and interest of $260.61.

On July 12, 2021, the Company issued an aggregate of 1,784,146 shares of common stock upon the conversion of convertible debt, as issued on January 12, 2021, in the amount of $42,350.

On July 14, 2021, the Company issued an aggregate of 45,037,115 shares of common stock upon the conversion of convertible debt, as issued on October 7, 2020, in the amount of $93,864 and interest of $26,246.

On July 19, 2021, the Company issued an aggregate of 2,898,382 shares of common stock upon the conversion of convertible debt, as issued on October 7, 2020, in the amount of $10,497 and interest of $6,748.

On August 25, 2021, the Company issued 31,799,260 shares of common stock for $3,000,000.

On August 31, 2021, the Company issued 27,297,995 shares of common stock for $3,000,000.

On September 22, 2021, the Company issued 25,630,272 shares of common stock for $2,000,000.

On September 30, 2021, the Company issued 15,000,000 shares of common stock pursuant to two separate Membership Interest Purchase Agreements with Remote Intelligence, and Wildlife Specialists, LLC.

On September 30, 2021, the Company issued 3,194,081 shares of common stock as compensation valued at $250,000 for loan acquisition costs associated with proceeds raised.

On October 1, 2021, the Company issued 37,187,289 shares of common stock for $3,000,000.

On October 15, 2021, the Company issued 14,282,304 shares of common stock for $1,055,000.

On October 22, 2021, the Company issued 1,596,594 shares of common stock as compensation valued at $250,000 for loan acquisition costs associated with proceeds raised.

On October 25, 2021, the Company issued 634,778 shares of common stock as compensation valued at $250,000 for loan acquisition costs associated with proceeds raised.

On November 17, 2021, the Company issued an aggregate of 177,375,000 shares of common stock upon the conversion of convertible debt, as issued on April 30, 2021, in the amount of $825,000 and interest of $61,875.

On December 21, 2021, the Company issued an aggregate of 43,777,478 shares of common stock for $2,538,327.

2022 Transactions

On May 27, 2022 we entered an Equity Financing Agreement (the “2022 EFA”) and Registration Rights Agreement (the “RRA”) with GHS, pursuant to which GHS agreed to purchase up to $70,000,000 in shares of our Common Stock, from time to time over the course of 24 months after effectiveness of a registration statement on Form S-1 (the “Registration Statement”) of the underlying shares of Common Stock.

The RRA provides that we shall (i) use our best efforts to file with the SEC a Registration Statement within 45 days of the date of the GHS Registration Rights Agreement; and (ii) have the Registration Statement declared effective by the SEC within 30 days after the date the GHS Registration Statement is filed with the SEC, but in no event more than 90 days after the GHS Registration Statement is filed.

Below is a table of all puts made by the Company under the Equity Financing Agreement and EDFA during 2022: 

Date of Put	Number of Shares Sold		Total Proceeds, Net of Discounts		Effective Price per Share		Net Proceeds
1/12/2022		23,372,430		1,150,000	$	0.054124	$	1,033,975
1/21/2022		33,454,988		1,150,000	$	0.037812		1,033,975
2/7/2022		16,040,411		500,000	$	0.034288		448,975
2/23/2022		75,798,921		2,500,000	$	0.032982		2,500,000
3/14/2022		16,579,569		500,000	$	0.030158		500,000
3/14/2022		5,617,347		400,000	$	0.071208		400,000
3/23/2022		29,257,395		1,500,000	$	0.056396		1,348,975
4/11/2022		23,746,816		1,000,000	$	0.042111		898,975
5/3/2022		29,522,276		1,000,000	$	0.033873		898,975
5/13/2022		26,100,979		556,750	$	0.021331		500,050
5/23/2022		25,025,540		556,750	$	0.022247		500,050
6/1/2022		25,901,921		556,750	$	0.021495		500,050
6/16/2022		23,799,766		402,086	$	0.016895		360,852
6/24/2022		38,391,106		643,539	$	0.016763		578,160
7/1/2022		33,525,465		556,750	$	0.016607		500,050
7/11/2022		32,756,532		556,750	$	0.016997		500,050
7/20/2022		29,386,519		556,750	$	0.018946		553,765
7/28/2022		35,884,040		556,750	$	0.015515		500,050
8/10/2022		44,505,857		680,109	$	0.015281		611,073
8/18/2022		54,574,909		948,863	$	0.017386		852,952
8/25/2022		105,255,759		2,264,961	$	0.021519		2,128,038
9/2/2022		140,073,757		3,000,000	$	0.021417		2,788,975
9/14/2022		79,092,686		1,757,466	$	0.022220		1,633,418
9/30/2022		30,538,303		500,000	$	0.016373		463,975
10/14/2022		35,628,020		500,000	$	0.014034		463,975
11/7/2022		22,022,709		326,235	$	0.014814		302,375
11/18/2022		39,699,793		325,000	$	0.008186		301,225
12/2/2022		42,148,416		325,000	$	0.007711		301,225
12/20/2022		78,705,534		540,000	$	0.006861		501,175
12/30/2022		63,338,702		400,000	$	0.006315		370,975
		1,259,746,466		26,210,509			$	24,276,308

In April 2022, the Company issued 3,725,386 shares of common stock pursuant to a settlement of $200,000 in accounts payable.

On August 30, 2022, the Company received 33,898,377 shares of common stock for cancellation from a previous note holder. The shares were cancelled by the Company.

At December 31, 2022 and 2021, the Company had 13,602,044,965 and 1,589,257,888, respectively, in common shares reserved for issuance.

Stock Options

As of December 31, 2022 and 2021, the Company had no outstanding stock options.