EXHIBIT 4.2


 


DESCRIPTION OF SECURITIES


 


Common
Stock


 


As of April 15, 2022, there are 300,000,000 shares
of Common Stock, $0.001 par value, authorized, with 184,413,582 shares issued and outstanding and 25,000,000 shares of Preferred Stock,
par value $0.010 per share, authorized. As of April 15, 2022, there were 44,610 shares Series C
Preferred outstanding, respectively, which were purchased at a price of $1.00 per share. The holders of Common Stock are entitled
to one vote for each share held on all matters submitted to a vote of shareholders. Holders of Common Stock are entitled to receive ratably
such dividends, if any, as may be declared by the Board of Directors out of funds legally available therefor, subject to any preferential
dividend rights of outstanding Preferred Stock, which may be authorized and issued in the future. Upon a liquidation, dissolution or winding
up of our Company the holders of Common Stock are entitled to receive ratably the net assets available after the payment of all debts
and other liabilities, and subject further only to the prior rights of any outstanding Preferred Stock which may be authorized and issued
in the future. The holders of Common Stock have no preemptive, subscription, redemption or conversion rights. The outstanding shares of
Common Stock are, and the shares offered herein will be, when issued and paid for, fully paid and non-assessable. Cumulative voting in
the election of directors is not permitted and the holders of a majority of the number of outstanding shares will be in a position to
control the election of directors at a general shareholder meeting and may elect all of the directors standing for election. We have no
present intention to pay cash dividends to the holders of Common Stock.


 


Preferred
Stock


 


On December
19, 2019, the Company filed a Certificate of Designation with the State of Florida to set up three categories of preferred stock: Series
A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (the “Certificate of Designation”). The Certificate
of Designation designated 1,500,000 shares of the Company’s authorized preferred stock as Series A Preferred Stock (“Series
A Stock”), 5,000,000 shares as Series B Preferred Stock (“Series B Stock”) and 1,000,000 shares as Series
C Preferred Stock (“Series C Stock”).


 


A summary
of the material provisions of the Certificate of Designation governing the Series A Stock, the Series B Stock and the Series C Stock is
as follows:


 


Series
A Stock


 


The Series
A Stock is not convertible. Each share of Series A Stock shall entitle the holder to three hundred (300) votes for each share of Series
A Stock. Any amendment to the Certificate of Designation requires the consent of the holders of at least two-thirds of the shares of Series
A Stock then outstanding. The holders of Series A Stock are not entitled to dividends until and unless determined by the Board of Directors
of the Company.


 


Liquidation
Preference


 


No distribution
shall be made to holders of shares of capital stock ranking junior to the Series A Preferred Stock upon liquidation, dissolution or winding-up
of the Company. The Series A Stock ranks pari passu with the Series C Stock.


 


As of April
15, 2022, there are no shares of Series A Stock outstanding.


 


 


 






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Series
B Stock


 


The Series
B Stock is convertible at any time by the holder into the number of shares of common stock of the Company based on two times the price
paid by the holder paid for the shares. The Board has the authorization to establish a minimum price for the price the Series B Stock
(so that if the market price of the common stock of the Company drops below the issuance price, the conversion rate will then be based
on the minimum price established by the Board and not the price paid for the shares). The holders of the Series B Stock shall not be entitled
to voting rights except as otherwise provided for in the law. The holders of Series B Stock are not entitled to dividends until and unless
determined by the Board.


 


Liquidation
Preference


 


The holders
of Series B Stock shall not be entitled to any distributions upon a liquidation of the Company.


 


Restrictions
of Transferability


 


The shares
of the Series B Stock shall not, directly, or indirectly, be sold, hypothecated, transferred, assigned, or disposed of in any manner without
the prior written consent of the Board and applicable securities laws.


 


As of the
date of this Prospectus, there are no shares of Series A Stock outstanding.


 


Series
C Stock


 


The Series
C Stock is convertible at any time by the holder into the number of shares of common stock of the Company on the basis of three times
the price paid for the shares divided by the floor price of $0.10 established by the Board of Directors. The holders of the Series C Stock
shall not be entitled to voting rights except as otherwise provided for in the law. The holders of Series C Stock are not entitled to
dividends until and unless determined by the Board.


 


Liquidation
Preference


 


Upon any
liquidation of the Company, the holders of Series C Stock shall be entitled to the amount paid for the shares of Series C Stock prior
to the holders of shares ranking junior to the Series C Stock. Upon the holders of the Series C Stock and any series of stock ranking
pari passu with the Series C Stock having received distributions to which they are entitled, the remaining assets of the Company shall
be distributed to the other holders pro rata in proportion to the shares held by each holder.


 


Restrictions
of Transferability


 


The shares
of the Series C Preferred Stock shall not, directly, or indirectly, be sold, hypothecated, transferred, assigned, or disposed of in any
manner without the prior written consent of the Board and applicable securities laws.


 





As of April
15, 2022, there were 44,610 shares Series C Preferred outstanding, respectively, which were purchased at a price of $1.00 per share.


 


 


 






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