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STOCKHOLDERS’ (DEFICIENCY)
6 Months Ended
Jun. 30, 2023
Equity [Abstract]  
STOCKHOLDERS’ (DEFICIENCY)

.NOTE 6. STOCKHOLDERS’ (DEFICIENCY)

 

Preferred stock

 

The Company is authorized to issue 25,000,000 shares of Preferred Stock, par value $.001 per share. As of June 30, 2023 and December 31, 2022, 1,000,000 shares of Series B Preferred Stock were issued and outstanding.

 

For five years from the date of issuance, the Series B Preferred Stock shall have the number of votes equal to fifty-one percent (51%) of the cumulative total vote of all classes of stock of the Corporation, common or preferred, whether such other class of stock is voting as a single class or the other classes of stock are voting together as a single group, and with respect to such vote, such holder shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock, or any other class of preferred stock, and shall be entitled to notice of any stockholders’ meeting in accordance with the bylaws of the Corporation, and shall be entitled to vote, together with holders of Common Stock and any class of preferred stock entitled to vote, with respect to any question upon which holders of Common Stock or any class of preferred stock have the right to vote. After five years, the Series B Preferred Stock shall automatically, and without further action by the Corporation, be cancelled and void, and may not be reissued.

 

Common stock

 

The Company is authorized to issue 500,000,000 shares of Common Stock, par value $0.001 per share. On January 29, 2021, the Company, merged with and into its wholly owned subsidiary, Sentient Brands Holdings Inc., a Nevada corporation, pursuant to an Agreement and Plan of Merger between Sentient Brands Holdings Inc., a California corporation, and Sentient Brands Holdings Inc., a Nevada corporation. Sentient Brands Holdings Inc., a Nevada corporation, continued as the surviving entity of the migratory merger. Pursuant to the migratory merger, the Company changed its state of incorporation from California to Nevada and each share of its common stock converted into one share of common stock of the surviving entity in the migratory merger. No dissenters’ rights were exercised by any of the Company’s stockholders in connection with the migratory merger.

 

On January 5, 2023, the Company issued 771,242 restricted shares of its common stock George Furlan, the Company’s Chief Operating Officer, in full and final settlement of an amount due of $59,000 under Mr. Furlan’s previous employment agreement.

 

On January 5, 2023, the Company issued 888,889 restricted shares of its common stock in full settlement of an amount due of $68,000 to an independent contractor.

 

On January 5, 2023, the Company issued 500,000 restricted shares of its common stock to Dante Jones, the Company’s interim Chief Executive Officer. The Company took a charge of $13,900 for this stock issuance in the first quarter of 2023 which is included in general and administrative expenses.

 

There were no other issuances of common stock during the six months ended June 30, 2023.

 

On August 16, 2022, the Company entered into a Settlement and Release Agreement with Anthony L.G., PLLC (“ALG”) and Laura Anthony, Esq. (“LA”) pursuant to which ALG agreed to forgive $23,182 (the “Debt Amount”) owed by to the Company to ALG for services rendered to the Company in consideration of an issuance to LA of 400,000 shares common stock of the Company registered on the Form S-8 pursuant to the Plan.

 

On August 30, 2022, the Company entered into a Consulting Agreement with a contractor to provide investor relation services in exchange for 100,000 shares of the Company’s common stock.

 

There were no other issuances of common stock during the year ended December 31, 2022.

 

On March 3, 2021, the Company implemented a forward stock split its outstanding shares of common stock at a ratio of 7 for 1, resulting in the number of authorized shares of common stock of the Company going from 50,000,000 shares to 500,000,000 shares. All share and per share information has been retroactively adjusted to reflect this forward stock split.