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CAPITAL STOCK
12 Months Ended
Dec. 31, 2021
CAPITAL STOCK  
CAPITAL STOCK

NOTE 3 – CAPITAL STOCK

 

Preferred Stock

 

The Company has designated a “Class B Convertible Preferred Stock” (the “Class B Preferred”). The number of authorized shares totals 1,000,000 and the par value is $0.001 per share. The Class B Preferred shareholders vote together with the common stock as a single class. The holders of Class B Preferred are entitled to receive all notices relating to voting as are required to be given to the holders of the Common Stock. The holders of shares of Class B Preferred shall be entitled to 10,000 votes per share. The Class B Preferred Stock will have the rights to liquidation as all classes of the Common Stock of the Company. The Class B Preferred stockholders are entitled to receive non-cumulative dividends at the rate of 8% per annum and are accrued daily. The Class B Preferred Stock shall be redeemed by the Corporation for 100% of the original purchase price plus the amount of cash dividends accrued on the earlier of 6 months from the date of issuance, or the date that the Corporation received its funding from any outside source in conjunction with a merger, reverse merger or any change of control. In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, the holders of the Class B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any assets of the Corporation to the holders of the Common Stock, the amount of $0.035 per share plus any and all accrued but unpaid dividends.

 

Common Stock

 

As of December 31, 2021, and 2020, the Company had 1,450,210,322 and 1,253,239,584 shares of its $0.001 par value common stock issued and outstanding, respectively.

 

During the year ended December 31, 2021, the Company issued common shares as follows,

 

 

·

During the year ended December 31, 2021, the company issued 1,000,000 shares to consultant for services rendered for value of $10,000.

 

 

During the year ended December 31, 2021, the company issued a total of 195,970,738 shares for settlement of convertible notes and accrued interest of $205,777.

 

During the year ended December 31, 2020, the Company issued common shares as follows,

 

 

·

The company convertible promissory notes Principal balance $596,863 and accrued interest of $37,336 was converted to equity and issued a total of 431,729,278 shares of common stock.

 

 

 

 

·

The company issued a total of 794,664,070 shares of common stock to settle convertible promissory notes with Principal balance $173,500 and accrued interest of $16,142 was converted to equity. As a result of this conversion a total of $649,742 derivative liabilities was settled.

        

Warrants Exercisable to Common Shares

 

The below table summarizes the activity of warrants exercisable for common shares during the year ended December 31, 2021 and the year ended December 31, 2020:

 

 

 

Number of

 

 

Weighted Average

 

 

 

Shares

 

 

Exercise Price

 

Balance as of December 31, 2019

 

 

1,150,363

 

 

$0.30

 

Granted

 

 

 

 

 

 

 

 

Exercised

 

 

(102,689)

 

 

-

 

Forfeited

 

 

-

 

 

 

-

 

Balance as of December 31, 2020

 

 

935,436

 

 

$0.30

 

Granted

 

 

-

 

 

 

 

 

Exercised

 

 

-

 

 

 

-

 

Forfeited

 

 

-

 

 

 

-

 

Balance as of December 31, 2021

 

 

935,436

 

 

$0.30

 

 

The following table summarizes information relating to outstanding and exercisable stock warrants as of December 31, 2021:

 

Warrants Outstanding

 

 

 

Weighted Average

 

 

 

 

 

 

Remaining Contractual

 

 

Weighted Average

 

Number of Shares

 

 

life (in years)

 

 

Exercise Price

 

 

935,436

 

 

 

3.68

 

 

$0.30

 

 

As of December 31, 2021 and December 31, 2020, the intrinsic value warrants outstanding was $0 and $0 based on the closing market price of $0.002 on December 31, 2021 and $0.002 on December 31, 2020, respectively.

 

Stock Options

 

During the year ended December 31, 2017, the Company granted 2,650,000 options to consultants, employees and management. One hundred thousand of those options had an exercise price of $.0001, and 250,000 options at an exercise price of $0.01 vested immediately and were valued at the fair value of the Company’s stock at the measurement date less the exercise price. The value of the options was $151,490 and recorded as stock-based compensation. The other 2,300,000 of options vested immediately and the fair value of these options were calculated using the Black-Scholes-Merton model. The stock compensation expense related to these options for the year ended December 31, 2017 was $433,870. During the year ended December 31, 2019, the expiry terms of 875,000 options granted during the year ended December 31, 2017 were extended for two years, resulting in fair value adjustment of $46,513 recorded under stock based compensation expense.

During the year ended December 31, 2019, the Company granted 50,000 options to consultants with an exercise price of $0.50 vested immediately and the fair value of these options were calculated using the Black-Scholes-Merton model. The stock compensation expense related to these options was $37,061.

 

There were no stock options issuance during the years ended December 31, 2021 and 2020.