STOCKHOLDERS’ EQUITY (DEFICIT)

12 Months Ended

Dec. 31, 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 December 31, 2023 and 2022 respectively, there were 88,335 and 88,335 total preferred shares issued and outstanding for all classes.

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, 2023 and 2022, there were 8,100,117,720 and 6,427,395,360 common shares issued, respectively. As of December 31, 2023 and 2022, there were 8,100,117,720 and 6,427,395,360 common shares outstanding, respectively.

2022 Transactions

On May 27, 2022 we entered an Equity Financing Agreement (the “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.

2023 Transactions

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		203,554	$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
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
11/7/2023*		55,555,555		50,000	$0.000900		50,000
11/8/2023*		33,333,333		30,000	$0.000900		30,000
11/14/2023		18,997,442		25,180	$0.001325		22,392
11/22/2023		29,685,620		34,717	$0.001169		31,262
11/29/2023*		55,555,555		50,000	$0.000900		50,000
11/30/2023*		27,777,777		25,000	$0.000900		25,000
12/1/2023*		33,333,333		30,000	$0.000900		30,000
12/1/2023		51,275,586		47,973	$0.000936		43,590
12/11/2023		87,136,216		108,019	$0.001240		99,433
12/27/2023		67,522,014		57,909	$0.000858		52,830
		1,375,722,360	$	3,822,044		$	3,502,272

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 for the year ended December 31, 2023. As part of this transaction $280,536 of accrued liabilities have been reversed.

Stock Options

As of December 31, 2023 and 2022, the Company had no outstanding stock options.