STOCKHOLDERS' EQUITY (DEFICIT)

6 Months Ended

Jun. 30, 2023

STOCKHOLDERS' DEFICIT:

STOCKHOLDERS' EQUITY (DEFICIT)

NOTE 13 - 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 June 30, 2023 and December 31, 2022, there were 88,335 and 88,335 total preferred shares issued and outstanding for all classes, respectively.

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 June 30, 2023 and December 31, 2022, there were 7,459,909,231 and 6,427,495,360 common shares issued, respectively. As of June 30, 2023 and December 31, 2022, there were 7,459,909,231 and 6,427,395,360 common shares outstanding, respectively.

2023 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 2022 EFA during 2023: 

Date of Put	Number of Common Shares Issued		Total Proceeds, Net of Discounts		Effective Price per Share	Net Proceeds
1/12/2023		64,130,435	$	400,000	$0.006237	$	370,975
1/17/2023*		11,441,647		100,000	$0.008740		100,000
1/24/2023		77,733,861		400,000	$0.005146		370,975
2/3/2023		61,173,706		300,000	$0.004904		277,975
2/17/2023		75,447,571		300,000	$0.003976		277,975
3/1/2023		83,113,044		324,000	$0.003898		300,295
3/16/2023		93,165,852		254,232	$0.002729		235,410
3/30/2023		65,465,384		166,903	$0.002549		154,195
4/11/2023		67,462,162		203,554	$0.003017		188,279
4/28/2023		91,796,875		235,000	$0.002560		208,550
6/26/2023		44,583,334		214,000	$0.004800		141,020
		735,513,871	$	2,897,689		$	2,625,649

* Issued shares pursuant to an individual stock purchase agreement with an unrelated investor (not under 2022 EFA)

In January 2023, the Company entered into a settlement of a dispute between certain stockholders in which the Company decided, during the period ended June 30, 2023, to issue shares to settle the dispute. In January 2023, the Company issued 297,000,000 shares of common stock to the individuals. The fair value of $1,989,900, or $0.0067 per share, was included in professional fees in the consolidated statements of operations in the six months ended June 30, 2023.