v3.22.2.2

Stockholder's Deficit | 9 Months Ended
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Sep. 30, 2022
Stockholders' Equity Note [Abstract] |
Stockholders' Equity Note Disclosure [Text Block] | Note 14 – Stockholder’s Deficit Preferred Stock On September 15, 2017, and on September 15, 2018, the Board of Directors authorized on each such date the issuance of 15,000,000 preferred shares for an aggregate of 30,000,000 shares of Class B Convertible Preferred Stock [“Series B”] to both Directors of the Company and to two Consultants, of which, David Shorey, President of the Company, is the beneficial owner thereof, a total of 30,000,000 shares of Series B. The Company assigned a value of $15,000 for the shares for 2017 and 2018. Of the Series B, 12,000,000 shares were issued to Charles O’Dowd and 2,000,000 to Wayne Marx, the Directors. Each Consultant received 8,000,000 shares. See the Company’s Schedule 14C filed with the Commission on September 28, 2018. Upon his resignation, Mr. O’ Dowd’s shares were cancelled and reissued to two Consultants. These shares have no market pricing and management assigned an aggregate value of $30,000 to the stock issued based on the par value of $0.001. The 30,000,000 shares of Preferred Stock, each has 200 votes for each Preferred share held by of record. The holders of the Preferred are also entitled to an additional 8,823,930 common shares upon conversion of the Preferred Stock. As a result of owning of these shares of Common and Preferred Stock, the Control Shareholder will have voting control of the Company. Common Stock During the six months ended June 30, 2022, and the year ended December 31, 2021 the following shares were issued for debt conversions:
|  | Nine Months Ended September 30, 2022 |  |  | During the Year Ended December 31, 2021 |
Capital Company |  | Shares converted |  |  | Dollars converted |  |  | Shares converted |  |  | Dollars converted |
PowerUp Lending |  |  | 0 |  |  |  | 0 |  |  |  | 14,399,082 |  |  | $ | 133,505 |
Oasis Capital |  |  | 5,206,530 |  |  |  | 42,017 |  |  |  | 39,931,068 |  |  |  | 282,240 |
Total |  |  | 5,206,530 |  |  | $ | 42,017 |  |  |  | 54,330,150 |  |  | $ | 415,745 |
After the reverse of shares effective January 4, 2021, the authorized shares were reduced to 29,411,765. Our board of directors believes that it is desirable to have additional authorized shares of common stock available for possible future financings, acquisition transactions, joint ventures and other general corporate purposes. Our board of directors believes that having such additional authorized shares of common stock available for issuance in the future will give us greater flexibility and may allow such shares to be issued without the expense and delay of a special shareholders’ meeting unless such approval is expressly required by applicable law. Although such issuance of additional shares with respect to future financings and acquisitions would dilute existing shareholders, management believes that such transactions would increase the overall value of the Company to its shareholders. Therefore, on January 11, 2021, the shareholders voted to authorize an increase in the Authorized Common Shares to 2,000,000,000 shares. On February 18, 2022, the authorized number of Common Shares were increased to 5 billion from 2 billion to increase the number of shares available for reserves. The increase was authorized by the Board and by a majority of the outstanding shares of common stock, both by written consent. Earnings (loss) per share calculation Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. The computation of basic and diluted loss per share at September 30, 2022 and December 31, 2021 excludes the common stock equivalents from convertible debt of the following potentially dilutive securities because their inclusion would be anti-dilutive, and the share issue number is not calculable until conversion takes place. Stock subscriptions executed under an earlier offering included a provision whereby ABCO agrees to pay a dividend (defined as interest) of from 6% to 12% of the total amount invested for a period of one year from receipt of the invested funds. This dividend (defined as interest) is allocated between the broker and the investor with amounts paid to the broker treated as a cost of the offering and netted against additional paid in capital and amounts paid to the investor treated as interest expense. Total amounts paid or accrued under this agreement and charged to additional paid-in capital for the nine months ended September 30, 2022, and the year ended December 31, 2021, amounted to $0 and $0, respectively. The accrued balance due on this obligation to shareholders totals $49,900 at September 30, 2022 and $49,900 at December 31, 2021. ABCO has evaluated these agreements under ASC 480-10: Certain Financial Instruments with Characteristics of both Liabilities and Equity and determined that the capital contributions made under these subscription agreement more closely resemble equity than liabilities as they can only be settled through the issuance of shares and although they have a stated cost associated with them which accrues in the same manner as interest, the cost is only incurred in the first twelve months after placement as is more closely associated with a cost of raising funds than interest expense.

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