STOCKHOLDERS' DEFICIT | NOTE 6 STOCKHOLDERS’ DEFICIT Preferred Stock As of September 30, 2020, the Company has 5,000,000 shares of Class B preferred stock, par value $0.001, authorized and 610,000 shares issued and outstanding. 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. 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 each 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, 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. Class A Common Stock During the three month period ending December 31, 2019, the Company increased its total number of shares of authorized capital stock to 600,000,000 shares, par value $0.001 per share. Common Stock As of September 30, 2020, the Company had 385,555,260 shares of common stock issued and outstanding. ● During the three months ended September 30, 2020, the Company sold 17,500,000 shares of common stock for net proceeds of $77,409. With these issuances the company also issued warrants to purchase: (i) 17,500,000 shares at prices ranging from $0.05 to $0.10 per share and (ii) 14,500,000 shares at prices ranging from $0.10 to $0.20. The warrants expire at various times through September 21, 2022. None of the 17,500,000 shares were issued during the quarter ended September 30, 2020, and were recognized as stock payable. ● During the three months ended September 30, 2020, the Company issued 6,032,260 shares. Of these shares, 585,000 were issued for consulting services and 5,447,260 were converted from Preferred shares. ● During the three months ended September 30, 2019, the Company sold for cash 6,337,500 shares of common stock and warrants to purchase: (i) 6,337,500 shares at prices ranging from $0.10 per share to $0.25 per share for net proceeds of $133,495. The warrants expire at various times through September 17, 2021. None of these shares were issued during the quarter ended September 30, 2019, with all 6,337,500 shares being recorded as stock payable. During the three months ended September 30, 2019, the Company issued 11,216,305 shares for cash. Of these shares, 7,991,662 were issued from stock payable and 3,224,643 were converted from Preferred shares. Equity Financing Agreement 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. The Registration Statement is not effective as of the date of this filing, and is currently being reviewed by The Securities and Exchange Commission. 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. 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 . Warrants From time to time the Company granted warrants in connection with private placements of securities, as described herein. As of September 30, 2020, and June 30, 2020, the following is a breakdown of the warrant activity: Range of Exercise Prices Number of Weighted-Average Weighted- Number Weighted- Warrants Outstanding and Exercisable at September 30, 2020: $0.05 - $1.00 82,882,681 1.27 $ 0.28 82,882,681 $ 0.28 Warrants Outstanding and Exercisable at June 30, 2020: $0.20 - $1.00 53,280,406 1.12 $ 0.34 53,280,406 $ 0.34 Warrant Activity: September 30, 2020: Outstanding - June 30, 2020 53,280,406 Issued 32,000,000 Exercised — Expired (2,397,725 ) Outstanding - September 30, 2020 82,882,681 September 30, 2019: Outstanding - June 30, 2019 26,526,234 Issued 6,337,500 Exercised — Expired (3,460,328 ) Outstanding - September 30, 2019 29,403,406 At September 30, 2020, all 82,882,681 warrants are vested and all 84,882,681 warrants expire at various times prior to September 21, 2022. |