Annual report pursuant to Section 13 and 15(d)

STOCKHOLDERS' EQUITY (DEFICIT)

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STOCKHOLDERS' EQUITY (DEFICIT)
12 Months Ended
Dec. 31, 2019
STOCKHOLDERS' EQUITY (DEFICIT)  
Note 13 - STOCKHOLDERS' EQUITY/(DEFICIT)

Effective January 22, 2019, the Company amended its Articles of Incorporation to implement a reverse stock split in the ratio of 1 share for every 100 shares of common stock. As a result, 259,984,655 shares of the Company's common stock were exchanged for 2,599,847 shares of the Company's common stock. These consolidated financial statements have been retroactively restated to reflect the reverse stock split.

 

Convertible Preferred stock

 

The Company is authorized to issue 600,000 shares of preferred stock with no par value. As of December 31, 2019 and 2018, the Company had 80,000 shares of Series A preferred stock and 160,000 shares of Series B preferred stock issued and outstanding.

 

As of December 31, 2019 and 2018 each share of Series A preferred stock is entitled to one thousand (1,000) votes and is convertible into one share of common stock. 30,000 shares of Series A Preferred Stock are owned by management. The Series A Preferred Stock is not entitled to dividends and there are no liquidation rights associated with Series A. Each share of Series A Preferred Stock may be converted, at the option of the holder each share of Series A Preferred Stock may be converted equal to one (1) fully paid and nonassessable share of Common Stock, par value $0.001.

 

As of December 31, 2019 and 2018 each share of Series B stock is entitled to two thousand (2,000) votes and is convertible into one share of common stock. 120,000 shares of Series B Preferred Stock are owned by management. The Series B Preferred Stock is not entitled to dividends and there are no liquidation rights associated with Series B. Each share of Series B Preferred Stock may be converted, at the option of the holder each share of Series B Preferred Stock may be converted equal to one (1) fully paid and nonassessable share of Common Stock, par value $0.001.

 

Common stock

 

On May 10, 2018, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada increasing the total number of shares which the Company is authorized to issue from five hundred twenty five million six hundred thousand (525,600,000) shares to seven hundred fifty million six hundred thousand (750,600,000) shares and increasing the number of authorized shares of common stock from five hundred and twenty five million (525,000,000) shares of common stock, $0.001 par value, to seven hundred and fifty million (750,000,000) shares of common stock.

 

Year ended December 31, 2018

 

During the year ended December 31, 2018, the Company issued an aggregate of 40,248 shares of its common stock for services rendered valued at $457,730 based on the underlying market value of the common stock at the date of issuance.

 

During the year ended December 31, 2018, the Company issued 10,000 shares of its common stock in connection with a distribution agreement previously accrued during the year ended December 31, 2017.

 

During the year ended December 31, 2018, the Company issued an aggregate of 6,000 shares of its common stock in connection with the issuance of promissory notes payable valued at $61,750 based on the underlying market value of the common stock at the date of issuance.

 

During the year ended December 31, 2018, the Company issued 75,000 shares of its common stock in exchange for proceeds of $1,400,000. Of this amount: (1) the Company issued 57,500 units of the Company s securities at a price per unit of $20 for total proceeds of $1,150,000 with each unit consisting of one share of the Company s common stock and a three-year warrant to purchase one share of the Company s Common Stock at an exercise price of $100 per share; (2) the Company issued 12,500 shares of its common stock at a price per share of $12 for proceeds of $150,000; and (3) the Company issued 5,000 shares of its common stock at a price per share of $20 for proceeds of $100,000.

 

During the year ended December 31, 2018, the Company issued an aggregate of 1,000 shares of its common stock in connection with the extension of promissory notes payable valued at $12,000 based on the underlying market value of the common stock at the date of issuance.

 

During the year ended December 31, 2018, the Company issued an aggregate of 4,236 shares of its common stock to settle its outstanding accounts payable valued at $29,653 based on the underlying market value of the common stock at the date of issuance.

 

During the year ended December 31, 2018, the Company purchased all the worldwide rights of Naltrexone Implants formula(s) with exception of New Zealand and Australia from Trinity Compound Solutions, Inc for $10,000 and 20,000 shares of its common stock for an aggregate purchase price of $236,000.

 

Year ended December 31, 2019

 

During the year ended December 31, 2019, the Company issued an aggregate of 75,017 shares of its common stock for services rendered valued at $271,050 based on the underlying market value of the common stock at the date of issuance, among which 29,111 shares valued at $100,000 were issued to the board of directors for board compensation.

 

During the year ended December 31, 2019, the Company issued 3,842 shares of its common stock to pay for interest expense valued at $21,000 based on the underlying market value of the common stock at the date of issuance.

 

In January 2019, the Company issued 849 round-up shares for the Reverse Stock Split.

 

In February 2019, the Company issued 22,222 shares of its common stock valued at $100,000 in connection with the February 2019 common stock subscription.

 

In March 2019, the Company issued an aggregate of 400,000 shares of its common stock under proceeds related to the Subscription and Royalty Agreements. Subsequently in April 2019, the Company received the proceeds of $6,000,000.

 

In September 2019, the Company issued an aggregate of 2,227,575 shares of its common stock to convert the convertible note with an amount of $4,160,000.