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STOCKHOLDERS' EQUITY (DEFICIT)
 9 Months Ended
Sep. 30, 2023
STOCKHOLDERS' DEFICIT:  
STOCKHOLDERS' EQUITY (DEFICIT)

NOTE 13 - STOCKHOLDERS' EQUITY (DEFICIT)

 

Preferred Stock

 

In accordance with the Company’s Certificate of Incorporation, 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 September 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 Certificate of Incorporation, the Company has authorized a total of 20,000,000,000 shares of common stock, par value $0.0001 per share. As of September 30, 2023 and December 31, 2022, there were 7,639,945,289 and 6,427,395,360 common shares issued, respectively. As of September 30, 2023 and December 31, 2022, there were 7,639,845,289 and 6,427,295,360 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.

 

On April 28, 2023 the Company entered into an Equity Financing Agreement with GHS, to which GHS agreed to Purchase $30,000,000 in shares of our Common Stock over the course of 12 months at 92% of the current market price.

 

On June 13, 2023 the Company entered into an Amendment to the 2023 Equity Financing Agreement with GHS, to which GHS agreed to Purchase $30,000,000 in shares of our Common Stock over the course of 12 months at 92% of the current market price.

 

On July 10,2023 the Company entered into a Second Amendment to the 2023 Equity Financing Agreement with GHS, to which GHS agreed to purchase up to $30,000,000 in shares of our Common Stock over the course of 12 months at 92% of the current market price.

 

On September 5, 2023, we entered into a Stock Purchase Agreement with an investor for the purchase of 100,000,000 shares of Common Stock for a total consideration of $100,000.

 

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.

 

The below table of puts from 1/12/2023 through 4/11/2023 were made by the Company under the 2022 EFA during 2023. The put from 4/28/2023 was made under the EFA dated 4/28/2023. The puts from 6/26/2023 and 7/3/2023 were made by the Company under the Amended EFA dated June 13, 2023. The 7/10/2023 put was made by the Company under the Second Amended EFA dated July 10, 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   203,553  $0.003017   188,280 
4/28/2023  91,796,875   235,000  $0.002560   208,550 
6/26/2023  44,583,334   214,000  $0.004800   141,020 
7/3/2023  51,442,308   274,058  $0.004200   257,020 
7/10/2023  28,593,750   91,500  $0.003200   85,094 
9/5/2023  100,000,000   100,000  $0.001000   100,000 
   915,549,929  $3,363,246     $3,067,764 

 

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 nine months ended September 30, 2023. As part of this transaction $280,536 of accrued liabilities have been reversed.