9. STOCKHOLDERS' DEFICIENCY | 9. STOCKHOLDERS’ DEFICIENCY Share Exchange Agreement As explained in Note 1 to the consolidated financial statements, on August 5, 2014 the Company acquired 100% of the issued and outstanding shares of Fearless Films Inc. (“Fearless”) in exchange for 1,000,000 Preferred Shares and 30,000,000 Common Shares of the Company. As a result, Fearless became a wholly owned subsidiary of the Company. Authorized stock The Company is authorized to issue 500,000,000 common shares with a par value of $0.001 and 20,000,000 preferred shares with a par value of $0.001. 9. STOCKHOLDERS’ DEFICIENCY (continued) Common Stock As explained in Note 1 to the consolidated financial statements, on September 23, 2014, the Board of Directors and stockholders of the Company approved a Certificate of Amendment to its Articles of Incorporation for a 1:1000 Reverse split of its Common Stock with shares rounded up to the nearest whole number. The Reverse split solely effected the issued and outstanding Common Stock and did not have any effect on the Authorized Common Stock. As a result of the Reverse split, the issued and outstanding Common Stock of the Company decreased from 155,085,275 shares prior to the Reverse split to 155,289 shares following the Reverse split. As explained in Note 1 to the consolidated financial statements, on October 26, 2020, the Board of Directors and stockholders of the Company approved a Certificate of Amendment to its Articles of Incorporation for a 1:10 Reverse split of its Common Stock with shares rounded up to the nearest whole number. The Reverse split solely effected the issued and outstanding Common Stock and did not have any effect on the Authorized Common Stock. As a result of the Reverse split, the issued and outstanding Common Stock of the Company decreased from 322,944,837 shares prior to the Reverse split to 32,295,157 shares following the Reverse split and $290,649 was reclassified from Common Stock to Additional Paid-In Capital. On December 3, 2019 the Company entered into a $5,000,000 equity purchase agreement with Crown Bridge Partners and this was finalized on December 12, 2019. Under the terms of the agreement, the Company may put to the investor shares of the Company common stock in minimums of $10,000 to maximums of either $175,000 or 200% of the average trading volume, whichever is less. The agreement may be terminated at any time by the Company or when the total commitment of shares is sold by the Company to the investor. As part of the agreement, the Company issued a $50,000 convertible promissory note convertible at $0.25 per share as a commitment fee (Note 8). On June 1, 2020, the Company entered into private placement agreements with shareholders for issue of 6,666,667 shares (666,667 shares post reverse split) at a price of $0.15 per common share for a total of $1,000,000 gross proceeds. As at December 31, 2020 gross proceeds received are $627,923. As at December 31, 2020, 3,379,000 shares (337,900 shares post reverse split) have been issued and 807,154 shares (80,715 shares post reverse split) are included in common stock to be issued. On June 15, 2020, the Company announced their decision to purchase the film “The Lunatic” from the President and CEO of the operating subsidiary. The purchase price will be in the form of common shares and the number of shares will be set by an independent appraisal of the film expected to take place during the fourth quarter of 2021. On June 17, 2020, the Company announced the acquisition of FilmOla.com, a website for aficionados of film and which can provide a platform for distribution for the Company’s media properties. Payment for this acquisition was in the form of 1,000,000 common shares (100,000 shares post reverse split) of the Company. As at December 31, 2020, these shares have been issued and fair valued at $52,000 based on market price at the time of issue and included in intangible assets. On June 24, 2020, the Company announced the acquisition of rights to the film, Only Minutes On July 1, 2020, the Company entered into private placement agreements with shareholders for issue of 3,333,333 shares (333,333 shares post reverse split) at a price of $0.15 per common share for a total of $500,000 gross proceeds. As at December 31, 2020 gross proceeds received are $371,615 and the respective 2,477,433 shares (247,743 shares post reverse split) are included in common stock to be issued. 9. STOCKHOLDERS’ DEFICIENCY (continued) On July 1, 2020, the Company entered into a private placement agreement with a third party for issue of 3,333,333 shares (333,333 shares post reverse split) at a price of $0.15 per common share for a total of $500,000 gross proceeds of. As at December 31, 2020 gross proceeds received are $434,043. As at December 31, 2020, 322,520 shares (32,252 shares post reverse split) have been issued and 2,571,102 shares (257,110 shares post reverse split) are included in common stock to be issued. On July 28, 2020, the Company announced the acquisition of rights to the film, In the Lair, an addition to the company's growing library of media titles. Payment for this acquisition was in the form of 200,000 common shares (20,000 shares post reverse split) of the Company. As at December 31, 2020, these shares have been issued and fair valued at $10,400 based on market price at the time of issue and included in intangible assets. On August 24, 2020, the Company announced the acquisition of film script Dead Bounty, another significant addition to the company's growing portfolio of films and intellectual property. Payment for this acquisition was in the form of 300,000 common shares (30,000 shares post reverse split) of the Company. As at December 31, 2020, these shares have been issued and fair valued at $15,600 based on market price at the time of issue and included in intangible assets. As at December 31, 2020, the Company has 32,295,157 (December 31, 2019: 31,655,005) shares issued and outstanding common stock (comprising 22,899,680 restricted stock and 9,395,477 unrestricted stock). Preference Stock On June 25, 2014, the Board of Directors authorized the following designations for the class of 20,000,000 Preference Shares of the Company of $ 0.001 par value per share: · Each Preference Share of Series A shall have 100 votes over that of each Common share and shall have rights convertible to 10 Common Shares. · Each Preference Share of Series B shall have no voting rights or power and shall have rights convertible to 10 Common Shares On August 5, 2014, the Company issued 1,000,000 Preference Stock Series “A” pursuant to Share Exchange Agreement. As at December 31, 2020 and December 31, 2019, the Company has 1,000,000 outstanding restricted Preference Stock. |