NOTE 12 - STOCKHOLDERS’ EQUITY

Capital Structure

On March 28, 2014, in connection with the Reincorporation (see Note 1), all share and per share values for all periods presented in the accompanying condensed consolidated financial statements are retroactively restated for the effect of the Reincorporation.

On March 5, 2016, the Company shareholders voted in favor of an amendment to its Articles of Incorporation to increase the total number of shares of authorized capital stock to 800,000,000 shares consisting of (i) 750,000,000 shares of common stock and (ii) 50,000,000 shares of preferred stock from 220,000,000 shares consisting of (i) 200,000,000 shares of common stock and (ii) 20,000,000 shares of preferred stock.

Effective March 8, 2018, we conducted a reverse split of our common stock at a ratio of 1 for 150. All share and per share information in the accompanying condensed consolidated financial statements and footnotes has been retroactively restated to reflect the reverse split.

On July 24, 2019, the Company filed a Certificate of Change (the “Certificate of Change”) with the Nevada Secretary of State. The Certificate of Change provides for (i) a 1-for-15 reverse split (the “Reverse Split”) of the Company’s common stock, $0.0001 par value per share, and the Company’s preferred stock, $0.0001 par value per share, (ii) a reduction in the number of authorized shares of common stock in direct proportion to the Reverse Split (i.e. from 750,000,000 shares to 50,000,000 shares), and (iii) a reduction in the number of authorized shares of preferred stock in direct proportion to the Reverse Split (i.e. from 50,000,000 shares to 3,333,333 shares). No fractional shares will be issued in connection with the Reverse Split. Stockholders who otherwise would be entitled to receive fractional shares of common stock or preferred stock, as the case may be, will have the number of post-Reverse Split shares to which they are entitled rounded up to the nearest whole number of shares. No stockholders will receive cash in lieu of fractional shares. The Reverse Split was approved by FINRA on August 19, 2019.

The authorized capital of the Company consists of 50,000,000 shares of common stock, par value $0.0001 per share and 3,333,333 shares of preferred stock, par value $0.0001 per share, as of March 31, 2021.

Preferred Stock

As of March 31, 2021, there were 3,333,333 shares of Preferred Stock authorized.

As of March 31, 2021, there were no shares of Series A, B, C, D, E, F, G, H, I, J, K and L convertible preferred stock authorized, and no shares issued and outstanding.

Common Stock

As of March 31, 2021, there were 50,000,000 shares of common stock authorized and 6,177,203 shares issued and outstanding.

On February 19, 2021, the Board of Directors of the Company unanimously adopted an amendment to the Company’s Articles of Incorporation to effect a reverse stock split at a ratio of (i) no less than 1-for-2 shares of Common Stock, and (ii) no more than 1-for-5 shares of Common Stock, the exact ratio to be determined in the sole discretion of the Board of Directors, at any time before August 31, 2021. The Board of Directors has obtained (by written consent) the approval of the Company’s stockholders who, in the aggregate, own 2,686,337 shares of Common Stock, or 63.5% of the outstanding shares of Common Stock of the Company prior to the Reverse Split Action.

On January 12, 2021, the Company issued an aggregate of 150,000 common stock upon the conversion of $30,000 of its convertible debt, at the conversion rate of $0.20 per share.

On February 23, 2021, the Company issued an aggregate of 401,446 common stock upon the conversion of $80,289 of its convertible debt, at the conversion rate of $0.20 per share.

On February 23, 2021, the Company issued an aggregate of 600,000 common stock upon the conversion of $150,000 of its convertible debt, at the conversion rate of $0.25 per share.

On February 23, 2021, the Company issued an aggregate of 5,000 common stock for services in the amount of $14,200.

On March 1, 2021, the Company issued an aggregate of 747,658 common stock upon the conversion of $149,532 of its convertible debt, at the conversion rate of $0.20 per share.

On March 1, 2021, the Company issued an aggregate of 193,082 common stock upon the conversion of $48,270 of its convertible debt, at the conversion rate of $0.25 per share.

A summary of the status of the Company’s outstanding stock options and changes during the three months ended March 31, 2021 is as follows:

Stock Options

A summary of the status of the Company’s outstanding warrants and changes during the three months ended March 31, 2021 is as follows:

As of March 31, 2021, and December 31, 2020, there were 4,000 warrants outstanding, respectively.