CAPITAL STOCK |
3 Months Ended |
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Mar. 31, 2025 | |
| Equity [Abstract] | |
| CAPITAL STOCK | NOTE 5 — CAPITAL STOCK
The Company has shares of Common Stock, par value $ per share, authorized for issuance, 1,000,000 shares of Preferred Stock, of which (i) Preferred shares were allocated to the Series B Convertible Preferred Stock, par value $ per share, (ii) Preferred shares were allocated to the Series A Super Voting Preferred Stock, par value $ per share and (iii) Preferred shares were allocated to Series C Preferred Stock, par value $ per share, authorized for issuance.
Series A Super Voting Preferred Stock
The holders of the Series A Super Voting Preferred Stock shall be entitled to vote on all matters subject to a vote or written consent of the holders of the Company’s Common Stock, and on all such matters, the four (4) shares of Series A Super Voting Preferred Stock shall be entitled to that number of votes equal to the number of votes that all issued and outstanding shares of the Common Stock and all other voting securities of the Company are entitled to, as of any such date of determination, plus one million (1,000,000) votes, it being the intention that the holders of the Series A Super Voting Preferred Stock shall have effective voting control of the Company, on a fully diluted voting basis. Accordingly, each share of Series A Super Voting Stock shall entitle the Holder to that number of votes as is equal to 12.5% of the outstanding shares of Common Stock and all other voting securities of the Company are entitled to, as of such date of determination, plus 250,000 votes. The holders of the Series A Super Voting Preferred Stock shall vote together with the holders of Common Stock as a single class. Currently, Lance Friedman, our Chief Executive Officer holds all 4 outstanding shares of the Series A Super Voting Preferred Stock.
In connection with the issuance of the 20% OID Convertible Notes, the Company was to issue incentive shares of unrestricted common stock. As of March 31, 2025, none of the incentive shares were issued and were recorded as a Common Share Payable current liability.
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