CAPITAL STOCK |
3 Months Ended | |||||||||
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Mar. 31, 2025 | ||||||||||
| Equity [Abstract] | ||||||||||
| CAPITAL STOCK | NOTE 3 – CAPITAL STOCK
The Company has authorized shares of common stock, $ par value per share. The Company had and shares of common stock issued and outstanding as of March 31, 2025 and December 31, 2024, respectively.
2025 Common Stock Issuances for Conversion of Note
During the three months ended March 31, 2025, the Company issued shares for conversion of a convertible note valued at $83,380at prices r between $0.02525 and $0.00125 per share. As a result of the conversions the Company realized a loss of $96,854 on the extinguishment of debt.
2024 Common Stock Issuances for Services
During the year ended December 31, 2024 the Company had the following stock issuances:
Preferred Stock
The Company has shares of $ par value preferred stock authorized. On February 24, 2020, the Company filed a Certificate of Designation for a class of preferred stock designated Class A Super Voting Preferred Stock (“A Stock”). There are shares of A Stock designated. Each share of such stock shall vote with the common stock and have 100,000 votes. The A Stock has no conversion, dividend, or liquidation rights. Accordingly, the holders of A Stock will, by reason of their voting power, be able to control the affairs of the Company. The Company has issued shares of A Stock to Paul Adler, the Company’s Chief Executive Officer, and majority shareholder giving him effective voting control over the Company’s affairs for the foreseeable future.
As a result of the issuance of the A Stock with super-voting rights giving him an aggregate of 100,000,000 votes, combined with the shares of common stock he holds, Mr. Adler has effective voting control of approximately 97% of the Company.
Warrants
On November 14, 2022 (the “Execution Date”), the “Company, entered into an engagement agreement (“Engagement Agreement”) with Spencer Clarke, LLC (“Spencer Clarke”), pursuant to which the Company engaged Spencer Clarke to serve as its exclusive investment banking firm (the “Services”).
In consideration for Spencer Clarke providing the Services, (a) upon execution of the Engagement Agreement, the Company issued Spencer Clarke warrants to purchase 310,715 shares of the Company’s common stock, par value $ per share, and (b) upon the closing of a financing of over $1,000,000 in value, which has not occurred as of the date of this Quarterly Report, the Company will issue to Spencer Clarke additional warrants to purchase shares of the Company’s common stock representing % of the Company’s total issued and outstanding shares of common stock as of the Execution Date.
The 310,715 warrants outstanding as of March 31, 2025 are exercisable for a term of five years from the date of issuance and have an exercise price of $0.001 per share, subject to adjustment. As of March 31, 2025, these warrants had an intrinsic value.
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