SHAREHOLDERS’ EQUITY | NOTE 7 - SHAREHOLDERS’ EQUITY On May 11, 2020, the Company completed an increase in the authorized shares of the Company’s stock to a total number of 10,015,000,000 ● Common Stock Class, par value $ 0.001 10,000,000,000 ● Preferred Stock Class, Series A, par value $ 0.01 15,000,000 The Company financials have been presented assuming that the increase in authorized was in effect from the first period presented. On October 1, 2021, the Company converted the Electrum Partners outstanding Convertible Promissory Note of $ 10,000 5,125,000 On November 8, 2021, the Company finalized a Supplemental agreement with the Series A Preferred shareholders to convert their holdings into common shares of the Company at $ 0.0125 Pursuant to the Preferred Shareholder’s Supplemental Agreement dated November 8, 2021 (the “Supplemental Agreement”) by and between the Company and holders of its Series A Preferred shares, under which holders of the Series A Preferred shares agreed to convert all of the Series A Preferred shares into common shares of the Company effective November 8, 2021, the Company has issued an aggregate of sixty ( 60 On November 8, 2021, the Company entered into subscription agreements with certain accredited investors for the sale of Sixteen Million ( 16,000,000 0.001 200,000 On November 9, the Company converted the $ 25,000 11,388,889 Preferred Stock Series A Convertible Preferred Stock The Company has designated 15,000,000 0.01 The stated value of each issued share of Series A Convertible Preferred Stock shall be deemed to be $ 1.00 The Series A Preferred Stock also had a “down-round” protection feature provided to the investors if the Company subsequently issued or sold any shares of common stock, stock options, or convertible securities at a price less than the conversion price of $1.00 per common share. The conversion price would be automatically adjustable down to the price of the instrument being issued. As a result of conversion during the year ended December 31, 2020, the Series A Preferred Stock conversion price was reset to $0.00006 per share Upon any liquidation, dissolution or winding-up of the Company under Texas law, whether voluntary or involuntary, the holders of the shares of Series A Convertible Preferred Stock shall be paid an amount equal to the aggregate stated value of their shares of Series A Convertible Preferred Stock, before any payment shall be paid to the holders of common stock, or any other stock ranking on liquidation junior to the Series A Convertible Preferred Stock, an amount for each share of Series A Convertible Preferred Stock held by such holder equal to the sum of the Stated Value thereof. On August 27, 2021, the Company completed an initiative when it entered into a Modification Agreement (the “Modification”) in cooperation with the current Series A Preferred shareholders to modify their conversion privileges to align and support current management team initiatives and shareholder interests. The modification agreement provides the Preferred shareholders the ability to convert into common shares at a conversion price at the lower of $ 0.40 500,000 0.0125 During the year ended December 31, 2021, 750,000 60,000,000 As of December 31, 2021 and 2020, there were 0 and 750,000 shares of Series A Convertible Preferred Stock issued and outstanding. Common Stock Each common stock entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought. During the year ended December 31, 2021, the Company issued 174,513,889 shares of common stock as follows: ● 60,000,000 750,000 ● 98,000,000 610,000 ● 16,513,889 35,875 On August 26, 2021, the Company entered into subscription agreements, with certain accredited investors for the sale of 82,000,000 0.001 410,000 Stock Options On August 4, 2021, the Board has recognized the substantive efforts of Messrs. Leslie Bocskor, Benjamin Rote, and Dennis Forchic to sustain and support the Company over the past year without compensation while laying the foundation for the future. The Board has voted to formalize employment agreements with Messrs. Bocskor and Rote, and an advisory agreement with Mr. Forchic. Stock option agreements reflecting past contributions and incentives for the future have been issued to all three parties. Stock options plans were offered with an exercise price of $ 0.01 150 100 150 0.015 150 100 150 In addition, the Board, consisting of Directors Rick Gutshall and Lang Coleman, having not received any consideration over the past 2 years, will receive stock options of 5 0.01 10 0.01 Valuation The Company utilizes the Black-Scholes model to value its stock options. The Company utilized the following assumptions: SCHEDULE OF UTILIZES THE BLACK-SCHOLES MODEL TO VALUES TO STOCK OPTIONS ASSUMPTIONS Year ended December 31, 2021 Expected term 5.00 5.50 Expected average volatility 198 203 % Expected dividend yield - Risk-free interest rate 0.67 % During the year ended December 31, 2021, the Company granted 820,000,000 8,004,855 5,728,701 5,631,014 2,276,154 2,276,154 820,000,000 210,000 The following is a summary of stock option activity during the year ended December 31, 2021: SCHEDULE OF STOCK OPTION Options Outstanding Weighted Number of Weighted Average Options Exercise Price (years) Outstanding, December 31, 2020 - $ - - Granted 820,000,000 0.01 10.00 Exercised - - - Forfeited/canceled - - - Outstanding, December 31, 2021 820,000,000 $ 0.01 9.60 Exercisable options, December 31, 2021 420,000,000 $ 0.01 9.60 |