Capital Stock and Reverse Stock Split | NOTE 11: CAPITAL STOCK AND REVERSE STOCK SPLIT Changes in Authorized Shares On February 19, 2021 the written consent of the holders of a majority of the voting power of the outstanding capital stock of the Company as of the Record Date (the “Consenting Stockholders”) approved the following corporate actions: (1) Amendment of our articles of incorporation (the “Articles of Incorporation”) to provide for a decrease in the authorized shares of the Company’s Common Stock from 1,800,000,000 to a number of not less than 10,000,000 and not more than 1,000,000,000 (the “Authorized Common Stock Reduction”), at any time prior to the one year anniversary of the filing of the Definitive Information Statement on Schedule 14C with respect to the actions envisioned under Preliminary Information Statement in Schedule 14C filed with the SEC on February 23 2021 (the “Definitive Information Statement”), with the Board of Directors of the Company (the “Board”) having the discretion to determine whether or not the Authorized Common Stock Reduction is to be effected, and if effected, the exact number of the Authorized Common Stock Reduction within the above range. (2) That the Board be authorized to implement through the amendment to our Articles of Incorporation a reverse stock split of the Company’s Common Stock by a ratio of not less than 1-for-10 and not more than 1-for-2,000, (the “Reverse Split”), at any time prior to the one year anniversary of the filing of the Definitive Information Statement, with the Board having the discretion to determine whether or not the Reverse Split is to be effected, and if effected, the exact ratio for the Reverse Split within the above range. Preferred Stock Series A Preferred Stock As of March 31, 2021 and December 31, 2020, 150,000 shares of Series A were issued and outstanding. Each share of Series A was (i) convertible into 1,000 shares of common stock, and (ii) entitled to vote 15,000 shares of common stock on all matters submitted to a vote by shareholders voting common stock. All issued and outstanding shares of Series A Preferred Stock are held by Mr. Jason Remillard, sole director of the Company. Series B Preferred Stock As of March 31, 2021 and December 31, 2020, 22,200 and 5,300 shares of Series B were issued and outstanding, respectively. Each share of Series B (i) has a stated value of Ten Dollars ($10.00) per share; (ii) are convertible into common stock at a price per share equal to sixty one percent (61%) of the lowest price for the Company’s common stock during the twenty (20) day of trading preceding the date of the conversion; (iii) earn dividends at the rate of nine percent (9%) per annum; and, (iv) generally have no voting rights. During the three months ended March 31, 2021, the Company issued a total of 23,460 shares of Series B preferred stock as follows ● 16,900 shares for $160,000, less $9,000 financing fee. ● 6,560 shares in exchange for convertible note and accrued interest of $65,600 During the three months ended March 31, 2021, 6,560 shares of series B preferred stock was converted into 11,196,475 shares. Common Stock As of March 31, 2021, the Company is authorized to issue 1,800,000,000 shares of common stock with a par value of $0.001. All shares have equal voting rights, are non-assessable, and have one vote per share. The total number of shares of Company common stock issued and outstanding as of March 31, 2021 and December 31, 2020, respectively, was 1,442,053,442 and 1,044,012,947 shares, respectively. During the three months ended March 31, 2021, the Company issued common stock as follows: ● 203,494,048 shares issued for conversion of debt; ● 166,666,667 shares issued for cash of 1,000,000, less financing cost of $10,000, of which $336,395 was not yet received,; ● 10,958,306 shares issued for service ● 11,196,474 shares issued for conversion of Series B preferred stock; and ● 5,725,000 shares issued as a loan fee in connection with the issuance of a promissory note. Warrants During the three month period ended March 31, 2021 the Company did not issue any warrants. A summary of activity during the period ended March 31, 2021 follows: Warrants Outstanding Weighted Average Shares Exercise Price Outstanding, December 31, 2020 100,000,000 $ 0.01 Granted - Reset feature Exercised - - Forfeited/canceled - - Outstanding, March 31, 2021 100,000,000 $ 0.01 The following table summarizes information relating to outstanding and exercisable warrants as of March 31, 2021: Warrants Outstanding Warrants Exercisable Number of Weighted Average Remaining Contractual life Weighted Average Number of Weighted Average Shares (in years) Exercise Price Shares Exercise Price 100,000,000 4.70 $ 0.0100 100,000,000 $ 0.0100 |