STOCKHOLDERS’ DEFICIT | NOTE 6 - STOCKHOLDERS’ DEFICIT Preferred Stock As of June 30, 2023, the Company has 5,000,000 0.001 610,000 Each share of Series B Convertible Preferred Stock has a par value of $ 0.001 5.00 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 In October 2015, the Company issued 200,000 On September 11, 2017, the Company issued an additional 210,000 As of June 30, 2023, the Company has 50,000,000 .001 no 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 0 4,000,000 20,000 ● During the three months ended December 31, 2022, the Company issued 582,059,999 4,000,000 578,059,999 ● During the three months ended December 31, 2022, the Company sold 0 0 ● During the three months ended March 31, 2023, the Company sold 11,000,000 60,000 ● During the three months that ended March 31, 2023, the Company issued 155,786,846 11,000,000 500,000 144,286,846 ● During the three months ended June 30, 2023, the Company sold for cash 213,333,328 116,940 ● During the three months that ended June 30, 2023, the Company issued 579,255,607 189,833,325 389,422,282 ● During the three months ended September 30, 2022, the Company issued 257,962,697 9,750,000 14,385,488 48,125 22,250,000 221,327,209 ● During the three months ended September 30, 2022, the Company sold 0 0 ● During the three months ended December 31, 2022, the Company issued 582,059,999 4,000,000 578,059,999 ● During the three months ended December 31, 2022, the Company sold 0 0 Warrants Outstanding and Exercisable at June 30, 2023: Schedule of share based compensation warrant activity 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, 2022: $ 0.10 0.20 45,997,852 0.519 $ 0.18 45,997,852 $ 0.519 Warrants Outstanding and Exercisable at June 30, 2023: $ 0.10 0.20 16,935,352 0.487 $ 0.16 16,935,352 $ 0.487 Warrant Activity: As of June 30, 2023 and 2022, the following is a breakdown of the activity: June 30, 2023: Schedule of warrant activity Outstanding - beginning of year 45,997,852 Issued - Exercised - Expired (29,062,500 ) Outstanding - end of year 16,935,352 June 30, 2022: Outstanding - beginning of year 124,888,519 Issued 22,937,499 Exercised - Expired (101,828,166 ) Outstanding - end of year 45,997,852 At June 30, 2023, all of the 16,935,352 16,935,352 45,997,852 45,997,852 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 10% 0.0175 35,000 As of June 30, 2022, the Company was in negotiations to have this debt extinguished. As of July 2022, this debt was extinguished. |