STOCKHOLDERS’ DEFICIT | NOTE 6 STOCKHOLDERS’ DEFICIT Preferred Stock Series B Preferred Stock On December 11, 2009, the Company filed a Certificate of Designation with the State of Nevada, to designate 500,000 5,000,000 The Company issued 200,000 In October 2015, the Company issued 200,000 On September 11, 2017, the Company issued an additional 210,000 As of September 30, 2021, the Company has 5,000,000 , par value $ 0.001 610,000 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. 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. The number of issued and outstanding shares of Series C Convertible Preferred Stock were 164,083 196,083 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 immediate prior to the conversion date. The amount 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 last fiscal quarter of fiscal year ending June 30, 2021, the Company increased its authorized shares of common stock from 600,000,000 to 1,200,000,000 As of September 30, 2021, the Company had 448,648,586 488,648,586 ● During the three months ended September 30, 2021, the Company sold 5,500,000 27,462 (i) 5,500,000 shares at a price of $0.10 per share and (ii) 5,500,000 shares at a price of $0.20. The warrants expire at various times through September 21, 2022. None of the 12,000,000 shares were issued during the quarter ended September 30, 2021, and were recognized as stock payable. ● During the three months ended September 30, 2021, the Company issued 42,262,958 8,133,333 17,534,387 116,050 4,095,238 12,500,000 ● As of September 30, 2021, the Company had 448,648,586 shares of common stock issued and outstanding. 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, equalling 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 10 0.0175 35,000 Pursuant to the Equity Financing Agreement, the Company is required, within sixty (60) calendar days upon the date of execution of the Equity Financing Agreement, to 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 the Equity Financing Agreement, the Company filed a registration statement on Form S-1 (the “Registration Statement”) on August 6, 2020. The Registration Statement has been withdrawn as of the date of this filing and never became effective. Warrants From time to time the Company granted warrants in connection with private placements of securities, as described herein. As of September 30, 2021, and June 30, 2021, the following is a breakdown of the warrant activity: Schedule of share based compensation warrant activity Range of Exercise Prices Number of Weighted- Weighted- Number Weighted- Warrants Outstanding and Exercisable at September 30, 2021: $0.10 - $0.20 102,551,018 1.27 $ 0.28 102,551,018 $ 0.28 Warrants Outstanding and Exercisable at June 30, 2021: $0.10 - $0.20 124,888,519 1.12 $ 0.33 124,888,519 $ 0.33 Warrant Activity: September 30, 2021: Schedule of warrant activity Outstanding - June 30, 2021 124,888,519 Issued 6,999,999 Exercised — Expired (29,337,500 ) Outstanding - September 30, 2021 102,551,018 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 At September 30, 2021, all 102,551,018 102,551,018 warrants expire at various times prior to September 21, 2022. |