| SHAREHOLDERS’ EQUITY |
NOTE
9 – SHAREHOLDERS’ EQUITY
As
of December 31, 2024 the Company was authorized to issue multiple series of preferred stock, as outlined below. There were no preferred
shares issued or outstanding as of December 31, 2024.
Series
A Preferred Stock: (10,000,000 shares authorized; $0.001 par value):
The
Series A Preferred stock had the following rights and privileges:
| ● | Are
without voting powers on any matter presented to the common stockholders of the Company for
their action or consideration. Series A stockholders are entitled to vote on matters relating
to modifications, adjustments, waivers, or other changes or matters relating to Series A
stock. Each Series A stock share shall have one (1) vote on matters relating to Series A
stock. |
| ● | May
be subject to redemption at such time or times and at such prices determined by the Board
of Directors; |
| ● | Are
entitled to receive dividends (which may be cumulative or non-cumulative) at 10% per annum
payable in preference to, or in such relation to, the dividends payable on any other class
or classes or series of stock; |
| ● | May
have rights upon the dissolution of, or upon any distribution of the assets of, the Corporation; |
| ● | Are
not convertible; |
| ● | May
be entitled to the benefit of conditions and restrictions upon the creation of indebtedness
of the Corporation or any subsidiary, upon the issue of any additional shares (including
additional shares of such series or of any other series) and upon the payment of dividends
or the making of other distributions on, and the purchase, redemption or other acquisition
by the Corporation or any subsidiary of, any outstanding shares of the Corporation; and |
| ● | May
have such other relative, participating, optional or other special rights, qualifications,
limitations or restrictions thereof, in each case as shall be stated in said resolution or
resolutions providing for the issue of such shares of Preferred Stock. |
Series
B Preferred Stock: (10,000,000 shares authorized; $0.001 par value):
The
Series B Preferred stock had the following rights and privileges:
| ● | Are
entitled to vote on any matter presented to the common stockholders of the Company for their
action or consideration. Each share of Series B Preferred shall have twenty-five (25) votes.
Series B stockholders are also entitled to vote on matters relating to modifications, adjustments,
waivers, or other changes or matters relating to Series B stock. Each Series B stock share
shall have one (1) vote on matters relating to Series B stock. |
| ● | May
be subject to redemption at such time or times and at such prices as determined by the Board
of Directors; |
| ● | Are
not entitled to receive dividends; |
| ● | May
have such rights upon the dissolution of, or upon any distribution of the assets of, the
Corporation; |
| ● | Shall
have the right to convert any or all of the Holders’ Series B stock into 25 fully paid
and non-assessable shares of common stock for each share of Series B Preferred stock |
| ● | May
be entitled to the benefit of a sinking fund to be applied to the purchase or redemption
of shares of such series in such amount or amounts; |
| ● | May
be entitled to the benefit of conditions and restrictions upon the creation of indebtedness
of the Corporation or any subsidiary, upon the issue of any additional shares (including
additional shares of such series or of any other series) and upon the payment of dividends
or the making of other distributions on, and the purchase, redemption or other acquisition
by the Corporation or any subsidiary of, any outstanding shares of the Corporation; and |
| ● | May
have such other relative, participating, optional or other special rights, qualifications,
limitations or restrictions thereof, in each case as shall be stated in said resolution or
resolutions providing for the issue of such shares of Preferred Stock. |
Series
C Preferred Stock: (2,500,000 shares authorized; $0.001 par value; face value of $0.60 per share):
The
Series C Preferred stock had the following rights and privileges:
| ● | Shall
be entitled to vote on any matter presented to the common stockholders of the Company for
their action or consideration. Each share of Series C Preferred shall have one (1) vote.
Series C stockholders are also entitled to vote on matters relating to modifications, adjustments,
waivers, or other changes or matters relating to Series C stock. Each Series B stock share
shall have one (1) vote on matters related to Series C stock. |
| ● | May
be subject to redemption at such time or times and at such prices as determined by the Board
of Directors; |
| ● | Are
entitled to receive dividends of 10% per annum; |
| ● | May
have such rights upon the dissolution of, or upon any distribution of the assets of, the
Corporation; |
| ● | Shall
have the right to convert any or all of the holders’ Series C stock into one (1) fully
paid and non-assessable share of common stock for each share of Series C Preferred stock
and Series C Preferred shares shall automatically convert on the one for one basis after
five (5) years from the date of purchase. |
| ● | May
be entitled to the benefit of a sinking fund to be applied to the purchase or redemption
of shares of such series in such amount or amounts; |
| ● | May
be entitled to the benefit of conditions and restrictions upon the creation of indebtedness
of the Corporation or any subsidiary, upon the issue of any additional shares (including
additional shares of such series or of any other series) and upon the payment of dividends
or the making of other distributions on, and the purchase, redemption or other acquisition
by the Corporation or any subsidiary of, any outstanding shares of the Corporation; and |
| ● | May
have such other relative, participating, optional or other special rights, qualifications,
limitations or restrictions thereof, in each case as shall be stated in said resolution or
resolutions providing for the issue of such shares of Preferred Stock. |
|