Stockholders Equity

6 Months Ended

Jun. 30, 2023

Stockholders Equity

Stockholders' Equity

Note 8 – Stockholders’ Equity

On June 29,2023, the Board of Directors and stockholders of the Company approved an amended and restated certificate of incorporation effective a change in par value from $0.001 to $0.0001 per share of Common and Preferred Stock. All issued and outstanding Common and Preferred Stock contained in the consolidated financial statements have been retroactively corrected to reflect this change in par value for all periods presented.  

Preferred Shares

The Company’s preferred shares consist of the following:

· 10,000,000 authorized shares of Convertible Series A Preferred Stock, par value $0.0001. The Series A Preferred Stock are convertible into common stock of the Corporation at a conversion rate of one thousand (1,000) shares of common stock and entitled to one thousand (1,000) votes of common stock for each share of Series A Preferred Stock. The holders of the Convertible Series A Preferred Stock shall not be entitled to receive dividends. Issued and outstanding Convertible Series A Preferred stock as of June 30, 2023, and December 31, 2022, was 10,000,000, respectively.

· 5,000,000 authorized shares of non-voting Convertible Series C Preferred Stock, par value $0.0001. The Series C Preferred Stock shares are convertible into common stock of the Corporation at a conversion rate of one (1) Preferred C share for twenty (20) shares of common stock. Issued and outstanding Convertible Series A Preferred stock as of June 30, 2023 and December 31, 2022, were 800,000 and 950,000, respectively.

On April 13, 2022, the Company’s board of directors approved the issuance of 1,000,000 Convertible Series C Preferred Stock, with a value of $4,200,000 to be issued to the vendor of MFB as consideration for the acquisition of the entity (see note 4). The holder may exercise shares after an initial lock up period of six (6) months following the date of the agreement and may only exchange a maximum of four (4) million shares in a twelve (12) month period and may not hold or beneficially hold more than 10% of outstanding at any time.

On June 7, 2022, the holder of the Convertible Series C Preferred Stock converted 50,000 shares of the Company’s Series C Preferred Stock into 1,000,000 shares of the Company’s common shares.

On April 5, 2023, the holder of the Convertible Series C Preferred Stock converted 150,000 shares of the Company’s Series C Preferred Stock into 3,000,000 shares of the Company’s common shares.

Common Shares

The Company has authorized 1,000,000,000 shares of common stock with a par value of $0.0001. Each common stock entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought. As of June 30, 2023, 70,000,000 shares issued to a member of the board of directors and President of the Company are restricted (the “Restricted Stock Award”) and shall be released only upon the Company achieving gross revenue in each of the calendar years ended December 31, 2023, 2024, 2025 and 2026, of not less than $100,000,000. The holder of the Restricted stock shall be entitled to vote but is not entitled to dividends or disposal. The Company valued the voting rights associated with the awards at $2,100,000 which is recorded as stock-based compensation during the year ended December 31, 2022.

During the six months ended June 30, 2023 and 2022, the holder of the Convertible Series C Preferred Stock converted 150,000 and 50,000 shares of the Company’s Series C Preferred Stock into 3,000,000 and 1,000,000 shares of the Company’s common shares, respectively.

During the six months ended June 30, 2023, the company issued 600,000 shares of common stock for services valued at $146,850.

As of June 30, 2023, and December 31, 2022, issued and outstanding Common shares were 97,545,388 and 93,945,388 respectively.

Restricted Stock Award

On June 13, 2022, the Company issued a 70,000,000 Restricted Stock Award (“RSA”) to a member of the board of directors and President of the Company. Set out below is a summary of the changes in the Restricted Shares during the six months ended June 30, 2023:

	Six Months Ended
	June 30, 2023
	RSA		Weighted -Average Grant Price
Balance, December 31, 2022		70,000,000	$	0.03
Granted		-		-
Vested		-		-
Forfeited		-		-
Balance, June 30, 2023		70,000,000	$	0.03