Shareholders’ Deficit | Note 6 - Shareholders’ Deficit Preferred Stock The Company has authorized 5,000,000 Schedule of Preferred Stock Number of Shares Number of Shares Par Value Liquidation Value Series AA 1,000,000 25,000 $ 0.0010 - Preferred Series B 50,000 600 $ 0.0001 100 Preferred Series C 8,000 738 $ 0.0001 1,000 Preferred Series D 20,000 305 $ 0.0001 1,000 Undesignated 3,922,000 - - - Series AA Preferred Shares On February 22, 2013, the Board of Directors of the Company authorized an amendment to the Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”), in the form of a Certificate of Designation that authorized the issuance of up to one million ( 1,000,000 0.001 Each holder of outstanding shares of Series AA Super Voting Preferred Stock shall be entitled to one hundred thousand (100,000) votes for each share of Series AA Super Voting Preferred Stock held on the record date for the determination of stockholders entitled to vote at each meeting of stockholders of the Company 25,000 Series B Convertible Preferred Stock On February 7, 2017, the Company filed a certificate of designation for 50,000 75 three-year 150 100 600 Series C Secured Redeemable Preferred Stock On December 22, 2017, the Company filed a certificate of designation for 8,000 20.00 1,000 the Company filed the amended and restated certificate of designation fort its Series C Secured Redeemable Preferred Stock. The amendment changed the rights of the Series C by (a) removing the requirement to redeem the Series C, (b) removing the obligation to pay dividends on the Series C, (c) Allowing the holders of shares of Series C to convert the stated value of their shares into common stock of the Company at 75% of the closing price of such common stock on the day prior to the conversion. The Series C preferred does not have any rights to vote with the common stock 1,000 Management reviewed the guidance in ASC 470-60 Troubled Debt Restructurings Debt Modifications and Extinguishments 604,000 Management determined the fair value of the new instrument based on the guidance in ASC 820 Fair Value Measurement. Management concluded that the preferred stock should not be classified as a liability per the guidance in ASC 480 Distinguishing Liabilities from Equity even though the conversion would require the issuance of variable number of shares since such obligation is not unconditional. Management classified the Series C in permanent equity as of December 31, 2021, and 2020. During the year ended December 31, 2021, and 2020, the Company converted 25 1,051 1,111,111 2,754,822 738 763 Series D Convertible Preferred Stock On November 11, 2019, the Company filed a certificate of designation for 20,000 0.01 The Series D holders have no voting rights. Upon liquidation, the holder of Series D, shall be entitled to receive an amount equal to the stated value, $ 1,000 During the years ended December 31, 2021, and 2020, 0 50 305 Common Stock Equity Purchase Line Agreement On May 18, 2020, the Company and Cavalry Fund I LP (the “investor”) entered into an Equity Line Purchase Agreement (“ELPA”) pursuant to which the investor committed to purchase, subject to certain restrictions and conditions, up to $ 10,000,000 The Company agreed to issue shares of its common stock (the “commitment shares”) to the investor having a market value of 5% of the commitment ($ 500,000 3,859,630 385,963 3,000,000 The ELPA provides that at any time after the effective date of the registration statement and provided the closing sale price of the common shares on the OTCQB is not below $ 0.01 300,000 400,000 0.25 500,000 0.40 Under the ELPA the Company has the right to submit a regular purchase notice to the investor as often as every business day. The payment for the shares covered by each put notice will generally occur on the day following the put notice. The ELPA contains provisions which allow for the Company to make additional puts beyond the regular purchase amount at greater discounts to the market price of the common stock as forth in the ELPA. The ELPA requires the Company to apply at least 50 During the years ended December 31, 2021, and 2020, pursuant to the execution of the ELPA, the Company issued 0 771,926 97,920 Activity during the year ended December 31, 2021: During the year ended December 31, 2021, the Company issued 27,461,307 1,117,990 During the year ended December 31, 2021, the Company issued 7,868,668 223,000 During the year ended December 31, 2021, the Company issued 7,000,000 126,000 During the year ended December 31, 2021, the Company issued 1,111,111 33,333 During the year ended December 31, 2021, the Company issued 4,020,986 142,424 2,505,834 84,697 During the year ended December 31, 2021, the Company issued 2,500,000 95,000 Activity during the year ended December 31, 2020: During the year ended December 31, 2020, the Company issued 14,557,343 3,339,109 During the year ended December 31, 2020, the Company issued 1,206,398 109,800 During the year ended December 31, 2020, the Company issued 1,234,568 100,000 During the year ended December 31, 2020, the Company issued 1,500,000 165,000 34,690 During the year ended December 31, 2020, the Company issued 58,428 8,152 During the year ended December 31, 2020, the Company issued 2,754,822 1,400,934 During the year ended December 31, 2020, the Company modified the terms of its promissory note with one investor, which extended the maturity date of its promissory note and the issuance of 500,000 55,000 55,000 Troubled Debt Restructurings During the year ended December 31, 2020, in connection with the issuance of a new self-amortization promissory note, the Company issued 355,000 24,140 During the year ended December 31, 2020, the Company issued 409,000 58,855 283,000 525,000 151,496 Debt- Modifications and Extinguishments Stock Options The Company did not issue any stock options during the year ended December 31, 2021. The Company cancelled 2,500,350 During the year ended December 31, 2020, the Company granted stock options to independent contractor exercisable into up to 3,000,000 0.15 2 years The stock options will vest in twelve equal instalments of 250,000 245,900 2,500,000 Share-based compensation expense for the years ended December 31, 2021, and 2020, totaled $ 0 57,400 The weighted average grant date fair value of stock options issued during the year ended December 31, 2020, was $ 0.08 Stock option activities for the years ended December 31, 2021, and 2020, are as follows: Schedule of Stock Options Outstanding Options Weighted Weighted Aggregate Outstanding at December 31, 2019 99,833 $ 27.81 2.02 $ Granted 3,000,000 $ 0.15 1.65 - Cancelled (85,753 ) $ 23.53 0.68 - Exercised - $ - - - Outstanding at December 31, 2020 3,014,080 $ 0.37 1.67 $ - Granted - $ - - - Cancelled (2,500,350 ) $ 0.16 0.65 - Exercised - $ - Outstanding at December 31, 2021 513,730 $ 1.43 0.76 $ - Exercisable at December 31, 2021 513,730 $ 1.43 0.76 $ - The balance of all stock options outstanding as of December 31, 2021, is as follows: Schedule of Share-based Compensation, Shares Authorized Under Stock Option Plans, by Exercise Price Range Outstanding Exercisable Weighted Average Weighted Weighted Range of Remaining Average Average Exercise Number Contractual Exercise Number Exercise Prices Outstanding Life Price Exercisable Price Options $ 54.00 11,750 5.30 $ 54.00 11,750 $ 54.00 $ 11.60 1,980 0.75 $ 11.60 1,980 $ 11.60 $ 0.15 500,000 0.65 $ 0.15 500,000 $ 0.15 513,730 0.76 $ 1.43 513,730 $ 1.43 Warrants During the years ended December 31, 2021, and 2020, the Company did not issue any warrants. A summary of the status of the warrants at December 31, 2021, and changes during the years ended December 31, 2021, and 2020, are presented below: Schedule of Warrants Outstanding Outstanding Warrants Weighted Exercise Price Shares Per Share Outstanding at December 31, 2019 73,486 $ 306.28 Granted - $ - Cancelled (33,920 ) $ 404.55 Exercised (271 ) $ 44.35 Outstanding at December 31, 2020 39,295 $ 200.72 Granted - $ - Cancelled (17,095 ) $ 384.39 Exercised - $ - Outstanding at December 31, 2021 22,200 $ 59.25 Exercisable at December 31, 2021 22,200 $ 59.25 Schedule of Warrants Exercise Price Range Outstanding Exercisable Weighted Average Weighted Weighted Range of Remaining Average Average Exercise Number Contractual Exercise Number Exercise Prices Outstanding Life Price Exercisable Price Warrants $ 14.50 50.00 10,326 0.35 $ 32.64 10,326 $ 32.64 $ 51.00 100.00 10,595 0.29 $ 77.47 10,595 $ 77.47 $ 101.25 239.00 1,203 0.30 $ 114,19 1,203 $ 114.19 $ 266.88 76 0.30 $ 266.88 76 $ 266.88 22,200 0.32 $ 59.25 22,200 $ 59.25 |