STOCKHOLDERS DEFICIT |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS DEFICIT | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
NOTE 7 - STOCKHOLDERS DEFICIT | NOTE 7 – STOCKHOLDERS DEFICIT
Series A Preferred Stock
On January 11, 2016, the Company authorized and approved the designation of 5,000,000 shares of Series A Preferred Stock with a par value of $0.0001. The Series A Preferred Stock shall not have any preferences in the event of any liquidation, dissolution or winding up of the Company, but shall participate with the Common Stock on any distributions made to the Common Stock in connection with any liquidation event on an as converted basis. The holders of the Series A Preferred Stock shall have the right to convert each share of Series A Preferred Stock into 10,000 shares of Common Stock. Series A Preferred Stock may not be converted into Common Stock except to the extent that, at the time of conversion, there are a sufficient number of authorized but unissued and unreserved shares of Common Stock available to permit conversion. The holders of Series A Preferred Stock shall have 10,000 votes per share of Series A Preferred Stock and shall be entitled to vote on any and all matters bought to a vote of stockholders of Common Stock.
On September 18, 2019, the Company reduced its Series A Preferred Shares, to 1,000,000 shares authorized and simultaneously increased the conversion ratio. The Series A Preferred Stock shall not have any preferences in the event of any liquidation, dissolution or winding up of the Company, but shall participate with the Common Stock on any distributions made to the Common Stock in connection with any liquidation event on an as converted basis. The holders of the Series A Preferred Stock shall have the right to convert their Series A Preferred Stock into Common Stock at the rate of 50,000 shares of Common Stock for each share of Series A Preferred Stock outstanding. Such conversion right may be exercised at any time during which the Series A Preferred Stock is outstanding. Series A Preferred Stock may not be converted into Common Stock except to the extent that, at the time of conversion, there are a sufficient number of authorized but unissued and unreserved shares of Common Stock available to permit conversion. The holders of Series A Preferred Stock shall have 50,000 votes per share Series A Preferred Stock and shall be entitled to vote on any and all matters brought to a vote of stockholders of Common Stock and shall vote as a group with and on the same basis as holders of Common stock. 2021
During July 2021, a holder of 1,000 shares of our Preferred Series A stock converted those shares into 50,000,000 shares of the Company’s common stock as per the terms of the agreement, with no gain or loss recorded.
During December 2021, a holder of 2,000 shares of our Preferred Series A stock converted those shares into 100,000,000 shares of the Company’s common stock as per the terms of the agreement, with no gain or loss recorded.
2020
During June 2020, a holder of 2,000 shares of the Company’s Preferred Series A converted those shares into 100,000,000 shares of the Company’s common stock.
During September 2020, a holder of 2,600 shares of the Company’s Preferred Series A stock converted those shares into 130,000,000 shares of the Company’s common stock.
During December 2020, a holder of 2,000 shares of the Company’s Preferred Series A converted those shares into 100,000,000 shares of the Company’s common stock.
Series B Preferred Stock
On October 8, 2019, the Company filed an Amended Certificate of Stock Designation in Nevada for Series B Preferred shares. The Company is authorized to issue 600,000 shares of Preferred B Shares, none of which are outstanding. Each Preferred B share is convertible at $2.00 per share into one Common Stock Share Per each Preferred B Share. The Series B Preferred shares have no voting rights until after conversion into Common stock on a one-for-one basis.
Series C Preferred Stock
On October 8, 2019, the Company filed an Amended Certificate of Stock Designation in Nevada for Series C Preferred shares. The Company is authorized to issue 540,000 shares of Series C Preferred Stock, 540,000 of which are outstanding. The holder of Series C Preferred stock has the right to “Call” the shares, subject to the Conversion/Call Schedule below, for $1/Series C Preferred share or for shares of the Company’s common stock with equivalent value. The share price of the common stock is to be determined using the average closing price of the common stock for the five trading days prior to conversion.
The Company has a first right of refusal to Call all Series C Preferred shares prior to any sale or conversion of these shares, even if a conversion is permissible under the Conversion/Call Schedule above. Any holder of Series C Preferred shares seeking to sell or convert their Series C Preferred shares must first submit a written request to us to do so. The Corporation shall then have 30 days to exercise its first right of refusal.
The Company has determined that the Series C Preferred Stock is more akin to equity than debt and that conversion feature, subject to adjustments, is clearly and closely related to the host instrument, therefore bifurcation is not required. The Company has accounted for the Series C Preferred Stock as contingently redeemable preferred stock and has presented the amount in temporary equity on the consolidated balance sheet based on the initial measurement amount, as required by ASC 480-10-S99, Distinguishing Liabilities from Equity – SEC Materials. The put feature of the Series C Preferred Stock is a mandatory redemption feature, however since the Series C Preferred Stock also has a conversion feature, it is not included as temporary equity. The amount presented as temporary equity for the contingently redeemable Series C Preferred Stock outstanding is its issuance-date fair value. The Series C Preferred Stock was initially measured at its fair value, $540,000.
During September 2020, all of the outstanding Preferred Series C stock was assigned to the Company’s CEO in exchange for his personal shares in TGGI.
Common Stock
As of December 31, 2021, and 2020, the Company has authorized 1,650,000,000 and 1,650,000,000 common shares, respectively, with a par value of $0.0001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.
2021
During July 2021, a holder of 1,000 shares of the Company’s Preferred Series A converted those shares into 50,000,000 shares of the Company’s common stock as per the terms of the agreement, with no gain or loss recorded.
During December 2021, a holder of 2,000 shares of the Company’s Preferred Series A converted those shares into 100,000,000 shares of the Company’s common stock as per the terms of the agreement, with no gain or loss recorded.
2020
During June 2020, a holder of 2,000 shares of the Company’s Preferred Series A converted those shares into 100,000,000 shares of the Company’s common stock.
During September 2020, a holder of 2,600 shares of the Company’s Preferred Series A stock converted those shares into 130,000,000 shares of the Company’s common stock.
During December 2020, a holder of 2,000 shares of the Company’s Preferred Series A converted those shares into 100,000,000 shares of the Company’s common stock. |