| STOCKHOLDERS' DEFICIT |
NOTE 8 - STOCKHOLDERS’ DEFICIT
Series B Preferred Stock
Pursuant to the Company’s Certificate of Incorporation, the Company has authorized 2,000,000 shares of $0.001 par value Preferred Stock. The Company has designated 250,000 of the 2,000,000 shares as Series B Preferred Stock. The Series B Preferred Stock dividend is cumulative and accruing at the rate of ten percent (10%) per annum. The dividend shall be paid in common stock of the Company at the current market price. No dividend may be paid on common shares so long as the Series B Preferred Stock dividend is outstanding. Each Series B preferred share, valued at $10 per Series B preferred share, shall be convertible into a number of common shares at the previous average of the 5 Trading Day closing price as reported by OTC Pink, equal to a value of $11.5. The conversion right is only available when the common shares are trading at above $.006. At any time prior to the second anniversary of issuance, the Company may redeem, in whole or in part, the Series B Preferred Stock at an amount equal to 115% of purchase price on not less than thirty (30) days nor more than sixty (60) days’ written notice.
During the year ended December 31, 2017, the Company sold 90,000 shares of Series B Preferred Stock for cash proceeds of $900,000. During the year ended December 31, 2018, 30,000 of these preferred shares were converted into 30,743,885 shares of common stock. During the year ended December 31, 2020, 10,798 of these preferred shares were converted into 36,519,609 shares of common stock.
Common Stock
On April 28, 2016, the stockholders approved an amendment to the Company’s articles of incorporation to increase the number of authorized common shares from 100,000,000 to 1,000,000,000. In addition, the stockholders also approved an amendment to the Company’s Stock Awards Plan, originally filed June 27, 2011, which will increase the number of shares authorized to be issued under the Plan from 3,000,000 shares to 7,460,000 shares.
On October 11, 2019, the Company’s shareholders approved an increase of the Company’s authorized shares to Two Billion (2,000,000,000) Common Shares.
On September 7, 2021, the stockholders of the Company re-elect the three (3) directors to serve as members of the Board of Directors of the Company to serve for the ensuing three years and or until their successors are duly elected and qualified. The directors named to our Board are John Matthews, Martin Doane, and Facundo Bacardi;
On September 7, 2021, the stockholders of the Company voted to authorize an increase in the Company’s authorized capital stock to 4,000,000,000 (four billion);
On September 7, 2021, the stockholders of the Company voted to authorize the Company to effectuate a 1 for 12 reverse split of the outstanding common shares;
On September 7, 2021, the stockholders of the Company voted to ratify the appointment of Raul Carrega, CPA as the Company’s independent registered public accounting firm for the year ending December 31, 2021
During the six months ended June 30, 2022, the Company issued 265,027,216 shares of common stock for convertible notes of $192,933 and accrued interest of $41,721. The shares were valued based on the market price on the grant date
During the six months ended June 30, 2021, the Company issued 69,745,667 shares of common stock for convertible notes of $68,400 and accrued interest of $14,104 and issued 75,000,000 shares of common stock in connection with a note settlement agreement valued at $487,500. The shares were valued based on the market price on the grant date.
Option Activity
A summary of the option activity is presented below:
|
|
|
Number of
Options
|
|
|
Weighted
Average
Exercise
Price ($)
|
|
|
Weighted
Average
Remaining
Contractual
Life (in years)
|
|
|
Aggregate
Intrinsic
Value ($)
|
|
|
Outstanding, December 31, 2021
|
|
|
15,000,000 |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
Granted
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited/Canceled
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, June 30, 2022
|
|
|
15,000,000
|
|
|
|
0.02 |
|
|
|
0.44 |
|
|
|
- |
|
|
Exercisable, June 30, 2022
|
|
|
15,000,000 |
|
|
|
0.02 |
|
|
|
0.44 |
|
|
|
- |
|
The exercise price for options outstanding at June 30, 2022 is as follows:
|
Outstanding and Exercisable
|
|
|
Number of
Options
|
|
Exercise
Price
|
|
|
15,000,000
|
|
$ |
0.02 |
|
|
15,000,000
|
|
|
|
|
Warrant Activity
A summary of warrant activity is presented below:
|
|
|
Number of
Warrants
|
|
|
Weighted
Average
Exercise
Price ($)
|
|
|
Weighted
Average
Remaining
Contractual
Life (in years)
|
|
|
Aggregate
Intrinsic
Value ($)
|
|
|
Outstanding, December 31, 2021
|
|
|
539,793,230 |
|
|
|
0.07 |
|
|
|
1.4 |
|
|
|
114,802 |
|
|
Granted
|
|
|
764,000,000 |
|
|
|
0.001
|
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited/Canceled
|
|
|
(56,125,000 |
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, June 30, 2022
|
|
|
1,251,834,897 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable, June 30, 2022
|
|
|
1,251,834,897 |
|
|
|
0.005 |
|
|
|
2.83 |
|
|
|
1,112,252
|
|
The exercise price for warrants outstanding at June 30, 2022 is as follows:
|
Outstanding and Exercisable
|
|
|
Number of
Warrants
|
|
Exercise
Price |
|
|
111,111
|
|
$
|
0.00180 |
|
|
69,464,667
|
|
$
|
0.00190 |
|
|
154,423,000
|
|
$
|
0.00200 |
|
|
33,333,333
|
|
$
|
0.00300 |
|
|
25,000,000
|
|
$
|
0.00400 |
|
|
79,200,000
|
|
$
|
0.00500 |
|
|
21,308,336
|
|
$
|
0.00600 |
|
|
7,142,857
|
|
$
|
0.00700
|
|
|
52,694,593
|
|
$
|
0.05000 |
|
|
157,000
|
|
$
|
0.25000 |
|
|
45,000,000
|
|
$
|
0.00200
|
|
|
360,000,000
|
|
$
|
0.00050
|
|
|
360,000,000
|
|
$
|
0.00100
|
|
|
10,000,000
|
|
$
|
0.00100
|
|
|
24,000,000
|
|
$
|
0.00100
|
|
|
10,000,000
|
|
$
|
0.00100
|
|
|
111,111
|
|
$
|
0.00180
|
|
|
69,464,667
|
|
$
|
0.00190
|
|
|
154,423,000
|
|
$
|
0.00200
|
|
|
1,251,834,897
|
|
|
|
|
During the six months ended June 30, 2022, the Company issued a total of 764,000,000 warrants in connection with a new convertible promissory note payable. The fair values of the warrants were determined using the Black-Scholes option pricing model with the following assumptions:
• Expected life of 2.00-5.00 years
• Volatility of 123%;
• Dividend yield of 0%;
• Risk free interest rate of 1.54% - 3.38%
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