NOTE 6 - STOCKHOLDERS' DEFICIT | NOTE 6 STOCKHOLDERS’ DEFICIT Preferred Stock Series B Convertible Preferred Stock On December 11, 2009, the Company filed a Certificate of Designation with the State of Nevada, to designate 500,000 shares of preferred stock as Series B Convertible Preferred Stock (“Series B Convertible Preferred Stock”). Effective November 5, 2014, the number of shares designated as Series B Convertible Preferred Stock was increased to 5,000,000 shares. The Company issued 200,000 shares of Series B Convertible Preferred Stock upon its inception in 2004. NOTE 6 STOCKHOLDERS’ DEFICIT (CONTINUED) In October 2015, the Company issued 200,000 shares of Series B Convertible Preferred Stock. On September 11, 2017, the Company issued an additional 210,000 shares Series B Convertible Preferred Stock to its CEO, Chaya Hendrick, in consideration for the grant of exclusive rights to the licensed patent. As of December 31, 2023, the Company has 5,000,000 shares of Series B Convertible Preferred Stock, par value $0.001, authorized, and 610,000 shares of Series B Convertible Preferred Stock issued and outstanding. Holders of the Series B Convertible Preferred Stock are entitled to receive dividends or other distributions with the holders of the common stock of the Company on an as converted basis when, as, and if declared by the directors of the Company. Holders of the Series B Convertible Preferred Stock are entitled to convert each share of the Series B Convertible Preferred Stock into fifty (50) shares of common stock. The outstanding shares of Series B Convertible Preferred Stock are entitled to vote on any matter with the holders of common stock voting together as one (1) class and shall have that number of votes (identical in every other respect to the voting rights of the holder of common stock entitled to vote at any regular or special meeting of stockholders) equal to that number of common shares which is not less than 51% of the vote required to approve any action, which Nevada law provides may or must be approved by vote or consent of the common shares or the holders of other securities entitled to vote, if any. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, holders of the Series B Convertible Preferred Stock are entitled to receive out of the assets, whether capital or surplus, of the Company an amount equal to the Stated Value, pro rata with the holders of the common stock. Series C Convertible Preferred Stock From time to time, the Company issues Series C Convertible Preferred Stock in exchange for cash. These shares are convertible into shares of the Company’s common stock at the price of $0.9090. The number of issued and outstanding shares of Series C Convertible Preferred Stock were 17,300 and 17,300, respectively, for December 31, 2023 and June 30, 2023. Series D Convertible Preferred Stock On July 27, 2021 the Company designated Series D Convertible Preferred Stock (the “Series D Shares”). The Series D Shares have a stated value of $100.00 (the “Stated Value”), and carry a conversion price of the volume weighted average price (for the 20 trading days immediately prior to the conversion date). The number of shares of common stock to be issued upon any conversion shall be calculated as the quotient of (i) the product of the issued shares of the Series D Shares to be converted and the Stated Value, and (ii) the Conversion Price. The Series D Shares are not entitled to receive dividends or other distributions, and have no voting rights. Common Stock During the three months ended September 30, 2022, the Company issued 257,962,697 shares of common stock, of which 9,750,000 were issued from stock payable, 14,385,488 were converted from 48,125 shares of Preferred stock, 22,250,000 shares were issued for advertising and promotional services and 221,327,209 shares were issued in conjunction with securities purchase agreements for net proceeds of $291,410. During the three months ended September 30, 2022, the Company sold zero shares of common stock for net proceeds of $0. During the three months ended September 30, 2023, the Company sold for cash 199,000,000 shares of common stock for net proceeds of $99,450. During the three months that ended September 30, 2023, the Company issued 178,234,886 shares of common stock, of which 20,100,000 were issued for cash and 158,134,886 shares were issued in conjunction with securities purchase agreements. During the three months ended December 31, 2023, the Company sold for cash 31,000,000 shares of common stock for net proceeds of $42,770. During the three months that ended December 31, 2023, the Company issued 421,533,336 shares of common stock, of which 176,900,002 were issued for cash and 161,300,000 shares were issued in conjunction with securities purchase agreements and 83,333,334 shares were issued in conjunction with Regulation A. NOTE 6 STOCKHOLDERS’ DEFICIT (CONTINUED) Equity Financing Agreement On March 5, 2020, the Company entered into an equity financing agreement (the “Equity Financing Agreement”) with GHS Investments, LLC, a Nevada limited liability company (“GHS”). Pursuant to the Equity Financing Agreement, the Company agreed to sell to GHS an indeterminate amount of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), up to an aggregate price of four million dollars ($4,000,000). Following effectiveness of the Registration Statement, the Company shall have the discretion to deliver puts to GHS and GHS will be obligated to purchase shares of the Company’s Common Stock based on the investment amount specified in each put notice. The maximum amount that the Company shall be entitled to put to GHS in each put notice shall not exceed two hundred percent (200%) of the average daily trading dollar volume of the Company’s Common Stock during the ten (10) trading days preceding the put, so long as such dollar amount does not exceed $500,000. Pursuant to the Equity Financing Agreement, GHS and its affiliates will not be permitted to purchase and the Company may not put shares of the Company’s Common Stock to GHS that would result in GHS’s beneficial ownership, equaling more than 4.99% of the Company’s outstanding Common Stock. The price of each put share shall be equal to eighty percent (80%) of the Market Price (as defined in the Equity Financing Agreement). Puts may be delivered by the Company to GHS until the earlier of thirty-six (36) months after the effectiveness of the Registration Statement. Concurrently with the execution of the Equity Financing Agreement, the Company entered into a convertible promissory note, for the principal balance of $35,000. Per the terms of the convertible promissory note, the Company agreed to pay GHS interest at the rate of ten percent (10%) until it became due on December 5, 2020. The holder of the convertible promissory note shall have the right at any time to convert all or any part of the outstanding and unpaid principal and interest at a fixed conversion price of $0.0175. See Note 5. The principal balance of $35,000 was been recognized as deferred financing costs in current assets on the accompanying Consolidated Balance Sheet, and was charged against the gross proceeds of each put when received. As of the date of this filing, the note has been paid in full. Warrants From time to time the Company granted warrants in connection with private placements of securities, as described herein. As of December 31, 2023, and June 30, 2023, the following is a breakdown of the warrant activity: Range of Exercise Prices Number of Warrants Outstanding Weighted- Average Contractual Life Remaining in Years Weighted- Average Exercise Price Number Exercisable Weighted- Average Exercise Price Warrants Outstanding and Exercisable at December 31, 2023: $0.70 - $1.00 227,935,352 1.07 $ 0.22 227,935,352 $ 0.22 Warrants Outstanding and Exercisable at June 30, 2023: $0.10 - $0.20 16,935,352 1.01 $ 0.23 16,935,352 $ 0.23 Warrant Activity: December 31, 2023: Outstanding - June 30, 2023 16,935,352 Issued 211,000,000 Exercised - Expired - Outstanding - December 31, 2023 227,935,352 NOTE 6 STOCKHOLDERS’ DEFICIT (CONTINUED) December 31, 2022: Outstanding - June 30, 2022 45,997,852 Issued - Exercised - Expired (26,062,500 ) Outstanding - December 31, 2022 19,935,352 At December 31, 2023, all 227,935,352 warrants are vested and all 227,935,352 warrants expire at various times prior to July 9, 2023. |