Quarterly report pursuant to Section 13 or 15(d)

STOCKHOLDERS DEFICIT

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STOCKHOLDERS DEFICIT
9 Months Ended
Sep. 30, 2021
Equity [Abstract]  
STOCKHOLDERS DEFICIT

NOTE 11 – STOCKHOLDERS DEFICIT

Preferred Stock

The Company is authorized to issue 50,000,000 shares of $0.001 par value preferred stock (“Series A Preferred Stock”) as of September 30, 2021 and December 31, 2020 of which 10,000,000 shares are outstanding as of September 30, 2021. Each share of Class A Preferred Stock is entitled to 100 votes on all matters submitted to a vote to the stockholders of the Company and does not have conversion, dividend or distribution upon liquidation rights.

 

As of September 30, 2021 and December 31, 2020, the Company is authorized to issue 5,000,000 shares of Class B Preferred Stock of which 2,000,000 shares are issued and outstanding as of September 30, 2021. Each share of Class B Preferred Stock is entitled to 1,000 votes on all matters submitted to a vote to the stockholders of the Company and does not have conversion, dividend or distribution upon liquidation rights.

 

Common stock

As of September 30, 2021, the Company was authorized to issue 15,000,000,000 shares of $0.001 par value common stock. On October 21, 2021, the Company increased its authorized common shares to 22,000,000,000. As of September 30, 2021, and December 31, 2020, the Company had 6,373,157,821 and 3,136,774,861 shares of common stock issued and outstanding, respectively. As of November 15, 2021, there were 6,621,939,591 shares of the Company’s common stock issued and outstanding.

During the nine months ended September 30, 2021, the Company issued an aggregate of 142,946,860 shares of its common stock for services with an estimated fair value of $661,292.

 

During the nine months ended September 30, 2021, the Company issued an aggregate of 905,667,530 shares of its common stock, including 153,227,150 related to warrants accounted for as liabilities, in settlement of convertible notes payable, accrued interest of $343,011, and reclassified derivative liabilities of $6,270,052 to additional paid in capital in connection with the conversions.

 

During the nine months ended September 30, 2021, the Company issued a net amount of 3,027,031 shares of its common stock in settlement of liabilities with an estimated fair value of $8,623, which included 10,892,411 related to shares to be issued as of December 31, 2020, the cancellation of 8,755,714 shares for previous settlements, and 890,334 new shares issued for settlement of accounts payable.  

 

During the nine months ended September 30, 2021, the Company issued 22,500,000 of its common stock upon the settlement of related party notes payable and accounts payable with an estimated fair value of $141,750.

 

During the nine months ended September 30, 2021, the Company issued 462,844,406 of its common stock upon the exercise of warrants on a cash basis, including warrant liabilities with an estimated value of $63,500.

During the nine months ended September 30, 2021, the Company sold 742,297,599 of its common stock for an aggregate value of $1,638,126.

During the nine months ended September 30, 2021, the Company issued 41,935,484 of its common stock with a value of $650,000 and will issue an additional 117,580,554 shares for investments with an estimated value of $735,178 related to the Share Exchange Agreement. The investment balance is $650,000, with a liability of $754,961 included in subscriptions payable related to the value of the additional shares to be issued. The Company recognized a loss of $735,178 related to these additional shares during the nine months ended September 30, 2021.

During the nine months ended September 30, 2021, the Company issued 650,000,000 shares of its common stock with a value of $650,000 for investments with an estimated value of $650,000 related to the Cannabis Global Exchange Agreement.

 

The Company was authorized to issue 15,000,000,000 shares of $0.001 par value common stock as of September 30, 2021, and as of October 21, 2021, is authorized to issue 22,000,000,000 shares of common stock. As of December 31, 2020, the Company was authorized to issue 5,000,000,000 shares of $0.001 par value common stock. As of September 30, 2020 and December 31, 2019, the Company had 469,288,934 and 77,958,081 shares of common stock issued and outstanding, respectively.

 

During the nine months ended September 30, 2020, the Company issued an aggregate of 8,333 shares of its common stock to settle amounts previously accrued with an estimated fair value of $6,700.

 

During the nine months ended September 30, 2020, the Company issued an aggregate of 156,444,047 shares of its common stock for services with an estimated fair value of $665,767.

 

During the nine months ended September 30, 2020, the Company issued an aggregate of 1,469,725,298 shares of its common stock in settlement of convertible notes payable, accrued interest and embedded derivative liabilities of an aggregate of $6,522,619.

During the nine months ended September 30, 2020, the Company issued 21,384,103 of its common stock upon the conversion of related party notes payable with an estimated fair value of $50,613.

During the nine months ended September 30, 2020, the Company issued 51,054,214 shares of its common stock upon the exercise of warrants on a cashless basis.

During the nine months ended September 30, 2020, the Company issued 10,293,843 shares of its common stock in settlement of a legal case with an estimated fair value of $1,283,632.

On January 17, 2020, the Company entered into an amendment of an existing convertible promissory note issued to Paladin. The Company authorized the issuance of a warrant to purchase up to 5,750,000 shares of the Company’s common stock, which warrant could be exercised on a cashless basis. This warrant was exercised during the three months ended June 30, 2020.

Options

As of September 30, 2021, the Company has no outstanding stock options.

Warrants

The following table summarizes the stock warrant activity for the nine months ended September 30, 2021:

                               
                 
    Shares  

Weighted-Average

Exercise Price

 

Weighted Average

Remaining

Contractual Term

 

Aggregate

Intrinsic Value

Outstanding at December 31, 2020     293,054,702     $ 0.0011       2.22     $ 1,023,306  
Granted     133,107,371       0.0084       5.00           
Increase due to reset provision     (9,722,222 )     0.0004       2.41           
Exercised     (271,137,466 )     0.01       2.53       1,427,826  
Outstanding at September 30, 2021     145,302,385     $ 0.0033       3.05     $ 220,650  
Exercisable at September 30, 2021     145,302,385     $ 0.0033       3.05     $ 220,650  

 

Certain warrants issued to debt holders have reset provisions whereby upon subsequent issuances of common stock at a price below the current exercise price, the number of warrants increase and the exercise price is reduced to the new price. The aggregate intrinsic value in the preceding tables represents the total pretax intrinsic value, based on options with an exercise price less than the Company’s stock price of $0.0029 as of September 30, 2021, which would have been received by the option holders had those option holders exercised their options as of that date.