NOTE 7 - STOCKHOLDER'S EQUITY |
9 Months Ended |
|---|---|
Sep. 30, 2024 | |
| Notes | |
| NOTE 7 - STOCKHOLDER'S EQUITY | NOTE 9 – STOCKHOLDERS’ DEFICIT
Authorized Capital
The Company’s authorized capital consists of 295,000,000 shares of common stock, $0.0001 par value per share, and 5,000,000 shares of undesignated preferred stock, $0.0001 par value per share. The Board of Directors may, in its sole discretion, establish par value, divide the shares of preferred stock into series, and fix and determine the dividend rate, designations, preferences, privileges, and restrictions of any series of preferred stock. As of September 30, 2024, and December 31, 2023, the Company had no shares of preferred stock issued or outstanding.
Common stock transactions
Common stock transactions for the nine months ended September 30, 2024, were as follows:
·On May 17, 2024, the Board granted Restricted Stock Awards (“RSAs”) totaling 340,000 shares of common stock under the 2021 Omnibus Incentive Plan. See Note 10.
·On May 28, 2024, the Company issued 62,500 shares of common stock to an unrelated third party in connection with a Subscription Agreement, priced at $0.40 per share, for cash proceeds of $25,000.
·On September 6, 2024, the Board granted an RSA of 10,000 shares of common stock under the 2021 Omnibus Incentive Plan. See Note 10.
·On July 6, 2024, the Company issued 187,500 shares to Thrown, which were valued at $26,175, measured at the closing price of the Company’s common stock on the OTCQB market on the date of issuance. See Note 3.
As a result of these issuances, the Company had 17,925,950 shares of common stock outstanding as of September 30, 2024.
There were no common stock transactions during the nine months ended September 30, 2023.
Shares Reserved
The Company is required to reserve and keep available from its authorized but unissued shares of common stock a sufficient number to cover shares that could be issued upon conversion of the convertible note payable (see Note 4) and the Series 2023 Notes (see Note 8). The convertible note payable and Series 2023 Notes are not convertible as of September 30, 2024, and will only become convertible upon the occurrence of future events, at which time the conversion prices will be determined. Therefore, the number of shares issuable upon conversion is not currently determinable, and no shares were reserved for future issuance as of September 30, 2024, and December 31, 2023. |