NOTE 6 - STOCKHOLDERS' DEFICIT | NOTE 6 STOCKHOLDERS’ DEFICIT Preferred Stock As of June 30, 2024, the Company has 5,000,000 shares of Series B preferred stock, par value $0.001, authorized and 610,000 shares issued and outstanding. Each share of Series B Convertible Preferred Stock has a par value of $0.001, and a stated value equal to $5.00 (“Stated Value”). 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 all or any one (1) share of the Series B Convertible Preferred Stock into fifty (50) shares of common stock. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (“liquidation”), 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. The Company issued 200,000 Series B preferred shares upon its inception in 2004. In October 2015, the Company issued 200,000 Series B preferred shares. On September 11, 2017, the Company issued an additional 210,000 shares of Series B preferred shares to its CEO, Chaya Hendrick, in consideration for grant of exclusive rights to the licensed patent. As of June 30, 2024, the Company has 50,000,000 shares of Class A preferred stock, par value $0.001, authorized and no shares issued and outstanding. Common Stock and Warrants 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 C shares, 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 $330,700. During the three months ended September 30, 2022, the Company sold 0 shares of common stock for net proceeds of $0. The Company issued 4,000,000 shares representing $20,000. During the three months ended December 31, 2022, the Company issued 582,059,999 shares of common stock, of which 4,000,000 were issued for cash and 578,059,999 shares were issued in conjunction with securities purchase agreements. During the three months ended December 31, 2022, the Company sold 0 shares of common stock for net proceeds of $0. During the three months ended March 31, 2023, the Company sold 11,000,000 shares of common stock for net proceeds of $60,000. 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 260,233,336 shares of common stock for net proceeds of $130,118. 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. During the three months ended March 31, 2024, the Company received net proceeds of $21,380 for which 71,333,331 shares are yet to be issued. During the three months that ended March 31, 2024, the Company issued 340,273,852 shares of common stock, of which 120,833,329 were issued for cash and 219,440,523 shares were issued in conjunction with securities purchase agreements. During the three months that ended June 30, 2024, the Company issued 292,163,766 shares of common stock, of which all shares were issued in conjunction with securities purchase agreements with Mast Hill Funding. During the three months that ended March 31, 2023, the Company issued 155,786,846 shares of common stock, of which 11,000,000 were issued for cash, 500,000 shares were issued for services and 144,286,846 shares were issued in conjunction with securities purchase agreements. During the three months ended June 30, 2023, the Company sold for cash 213,333,328 shares of common stock for net proceeds of $116,940. During the three months that ended June 30, 2023, the Company issued 579,255,607 shares of common stock, of which 189,833,325 were issued for cash and 389,422,282 shares were issued in conjunction with securities purchase agreements. 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 0 shares of common stock for net proceeds of $0. During the three months ended December 31, 2022, the Company issued 582,059,999 shares of common stock, of which 4,000,000 were issued for cash and 578,059,999 shares were issued in conjunction with securities purchase agreements. During the three months ended December 31, 2022, the Company sold 0 shares of common stock for net proceeds of $0. Warrants Outstanding and Exercisable at June 30, 2024: Range of Exercise Prices Number of Warrants Outstanding Weighted- Average Contractual Life Remining in Years Weighted- Average Exercise Price Number Exercisable Weighted- Average Exercise Price Warrants Outstanding and Exercisable at June 30, 2023: $0.10 - $0.20 16,935,352 0.487 $ 0.16 16,935,352 $ 0.498 Warrants Outstanding and Exercisable at June 30, 2024: $0.10 - $0.20 613,935,352 0.412 $ 0.12 613,935,352 $ 0.412 Warrant Activity: As of June 30, 2024 and 2023, the following is a breakdown of the activity: June 30, 2024: Outstanding - beginning of year 16,935,352 Issued 597,000,000 Exercised - Expired - Outstanding - end of year 613,935,352 June 30, 2023: Outstanding - beginning of year 45,997,852 Issued - Exercised - Expired (29,062,500 ) Outstanding - end of year 16,935,352 At June 30, 2024, all of the 613,935,352 warrants are vested, all 613,935,352 warrants expire at various times through December 2025. At June 30, 2023, all 16,935,352 warrants are vested and all 16,935,352 warrants expire at various times through September 2024. Equity Financing On March 5, 2020, the Company entered into an equity financing agreement with GHS Investments, LLC, a Nevada limited liability company (“Investor”). Pursuant to the agreement, the Company agrees the sell to the investor an indeterminate amount of shares of the Company’s common stock, par value $0.001 per share, up to an aggregate price of four million dollars ($4,000,000). Pursuant to the agreement, the Company is required, to within sixty (60) calendar days upon the date of execution of this agreement, use its best efforts to file with the SEC a registration statement or registration statements (as is necessary) on Form S-1, covering the resale of all of the registrable securities, which registration statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such registration statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon stock splits, stock dividends or similar transactions. Pursuant to this equity financing agreement, the Company filed the Registration S-1 on August 6, 2020. 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, par value $0.001 per share (the “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. The Registration Statement has not been deemed effective as of the date of this filing. 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 note agreement, the Company agrees to pay the investor interest at the rate of ten percent (10%) until it is due on December 5, 2020. The holder 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 $35,000 has been recognized as deferred financing costs in current assets on the accompanying Consolidated Balance Sheet, and will be charged against the gross proceeds of each put when received. Although the Company has not as of yet put to GHS, the agreement is in effect for three years, through March, 2023, and as the Company does plan to put to GHS, the Company has determined it is proper for the deferred costs to remain for the length of the agreement. As of June 30, 2022, the Company was in negotiations to have this debt extinguished. As of July 2022, this debt was extinguished. |