STOCKHOLDERS EQUITY |
3 Months Ended |
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Mar. 31, 2022 | |
STOCKHOLDERS' EQUITY (DEFICIT) | |
STOCKHOLDERS EQUITY | NOTE 6 - STOCKHOLDERS’ EQUITY
Class A Convertible Preferred Shares
As of March 31, 2022, and December 31, 2021, the Company had authorized 100,000,000 shares of preferred stock, $0.0001 par value per share, of which 60,000,000 shares are designated as Class A Convertible Preferred Stock (“Class A Stock”) with $0.0001 par value per share, of which 56,238,898 and 56,353,015 shares were issued and outstanding as of March 31, 2022, and December 31, 2021, respectively.
Each share of Class A Stock is convertible at any time into 25 shares of common stock, totaling 1,405,972,450 shares of common stock assuming full conversion of all outstanding shares as of March 31, 2022. No dividends are payable unless declared by the Board of Directors. Each share of Class A Stock votes with the shares of Common Stock and is entitled to 50 votes per share and ranks senior to all other classes of stock in liquidation in the amount of $1 per share.
Class B Preferred Stock
As of March 31, 2022, and December 31, 2021, the Company had authorized 1,500 shares of Class B Preferred Stock, $0.0001 par value per share, of which 48 shares were issued and outstanding as of March 31, 2022, and December 31, 2021.. The Company has the right to redeem the Class B Preferred Stock, in accordance with the terms stated by the Certificate of Designation. The Company shall pay a dividend of eight percent (8%) per annum on the Class B Preferred Stock. Dividends shall be paid quarterly, and at the Company’s discretion, in cash or Class B Preferred Stock calculated at the purchase price. The Stated Value of the Class B Preferred Stock is $1,200 per share.
Each share of the Class B Preferred Stock is convertible, at any time and from time to time from and after the issuance at the option of the Holder thereof, into that number of shares of Common Stock (subject to Beneficial Ownership Limitations) determined by dividing the Stated Value of such share of Preferred Stock by $0.183. Class C Preferred Stock
On January 28, 2021, the Company amended its Articles of Incorporation to designate 1,500 shares of undesignated preferred stock as Class C Preferred Stock, of which 760 shares were issued and outstanding as of March 31, 2022 and December 31, 2021.
The Company has the right to redeem the Class C Preferred Stock, in accordance with the terms stated by the Certificate of Designation.
The Company shall pay a dividend of three percent (3%) per annum on the Class C Preferred Stock. Dividends shall be paid quarterly, and at the Company’s discretion, in cash or Class C Preferred Stock calculated at the purchase price. The Stated Value of the Class C Preferred Stock is $1,200 per share.
Each share of the Class C Preferred Stock is convertible, at any time and from time to time from and after the issuance at the option of the Holder thereof, into that number of shares of Common Stock (subject to Beneficial Ownership Limitations) determined by dividing the Stated Value of such share by the lesser of (i) (a) $1.22 ; and (b) where applicable, a fixed price equaling ninety percent (90%) of the average daily VWAP for the five (5) trading days following a reverse split.
Class D Convertible Preferred Shares
On March 11, 2021, the Company amended its Articles of Incorporation to designate 2,000 shares of undesignated preferred stock as Class D Preferred Stock, of which 2,000 shares were issued and outstanding as of March 31, 2022, and December 31, 2021, respectively.
The Company has the right to redeem the Class D Preferred Stock, in accordance with the terms stated by the Certificate of Designation.
The Company shall pay a dividend of three percent (3%) per annum on the Class D Preferred Stock. Dividends shall be paid quarterly, and at the Company’s discretion, in cash or Class D Preferred Stock calculated at the purchase price. The Stated Value of the Class D Preferred Stock is $1,200 per share.
Each share of the Class D Preferred Stock is convertible, at any time and from time to time from and after the issuance at the option of the Holder thereof, into that number of shares of Common Stock (subject to Beneficial Ownership Limitations) determined by dividing the Stated Value of such share by $1.73.
As of March 31, 2022, and December 31, 2021, a total of 39,995,000 shares of preferred stock remains undesignated and unissued.
Common Stock
As of March 31, 2022, and December 31, 2021, the Company’s authorized common stock was 5,000,000,000 shares, at $0.0001 par value per share, with 69,771,239 and 58,785,924 shares issued and outstanding, respectively. Equity Financing Agreement
On September 16, 2021, the Company entered into an equity financing agreement (the “Equity Financing Agreement”) and a registration rights agreement (the “Registration Rights Agreement”) with GHS Investments LLC (“GHS”), pursuant to which GHS shall purchase from the Company, up to that number of shares of common stock of the Company (the “Shares”) having an aggregate Purchase Price of Ten Million Dollars ($10,000,000), subject to certain limitations and conditions set forth in the Equity Financing Agreement from time to time over the course of twelve (12) months after an effective registration of the Shares with the Securities and Exchange Commission (the “SEC”) pursuant to the Registration Rights Agreement, is declared effective by the SEC.
Shares issued during the three months ended March 31, 2022
On January 3, 2022, the Company issued 1,620,000 shares of common stock pursuant to the Equity Financing Agreement.
On January 6, 2022, the Company issued 2,852,925 shares of common stock to a former officer of the Company in exchange for conversion of 114,117 shares of Class A Preferred Stock.
On February 1, 2022, the Company issued 2,012,390 shares of common stock pursuant to the Equity Financing Agreement.
On February 15, 2022, the Company issue 3,000,000 shares of common stock pursuant to the Equity Financing Agreement. |