NOTE 8. Stockholders’ Equity

Series A Preferred Stock

In September 2022, the Company established the Series A Preferred Stock. The authorized number of shares of Series A Preferred Stock is six thousand (6,000). Each share has a par value of $0.0001. Each share of Series A Preferred Stock is convertible into Ten Thousand (10,000) shares of Common Stock and were entitled to vote on matters as to which holders of the Common Stock shall be entitled to vote at a rate of one hundred (100) votes per share of Series A Preferred Stock, which was changed with an amendment on August 22, 2024 to ten thousand (10,000) votes per share of Series A Preferred Stock.

In May and June 2023, the Company received $100,000 and $71,342, respectively, for Series A preferred stock to be issued to IAC, a related party (see NOTE 6). The total of $171,342 was recorded as a liability because if the Company was not able to issue the stock, the funds would be returned. In September 2023, the Company decided to issue the stock and the total amount of $171,342 was reclassified to stock to be issued. In August 2023, the Company received an additional $5,000 from IAC for the stock to be issued. As of December 31, 2023 and June 30, 2024, the total shares of Series A preferred stock to be issued was 803 recorded at a value of $176,342.

During the year ending December 31, 2024, the Company recorded the issuance of their Series A Preferred Stock therefore increasing their Series A shares by 803 and reclassifying the value of $176,342 from Series A Preferred Stock to be issued to additional paid-in capital. As a result, as of December 31, 2024 and June 30, 2025, there were no shares of Series A preferred stock to be issued and no amount shown on the books.

As of June 30, 2025 there were 5,403 Series A Preferred Stock issued and outstanding.

Series B Preferred Stock

In September 2022, the Company established the Series B Preferred Stock. The authorized number of shares of Series B Preferred Stock is six thousand (6,000) with a par value of $0.0001. Each share of Series B Preferred Stock is convertible into one thousand (1,000) shares of Common Stock and is entitled to vote on matters as to which holders of the Common Stock shall be entitled to vote at a rate of one thousand (1,000) votes per share of Series B Preferred Stock.

During the six months ended June 30, 2025 and 2024, there were no Series B Preferred Stock transactions and as of June 30, 2025 and December 31, 2024 there were no Series B Preferred Stock issued and outstanding.

Series C Preferred Stock

In December 2023, the Company established the Series C Preferred Stock. The authorized number of shares of Series C Preferred Stock is 910,000 with a par value of $0.0001 per share. Each share of Series C Preferred Stock is convertible into twenty (20) shares of Common Stock and was entitled to vote on matters as to which holders of the Common Stock shall be entitled to vote at a rate one (1) vote per share of Series C Preferred Stock. In February 2025 the Company amended their Certificate of Designation for the Series C Preferred Stock and allow each share of Series C Preferred Stock to vote on matters as to which holders of the Common Stock shall be entitled to vote at a rate twenty (20) votes per share of Series C Preferred Stock.

During the six months ended June 30, 2025 and 2024 there were no Series C Preferred Stock transactions and as of June 30, 2025 and December 31, 2024 there were 745,000 Series C Preferred Stock outstanding.

Series E Preferred Stock

On January 5, 2025, the Company established the Series E Preferred Stock. The Series E Preferred Stock is convertible at any time into shares of Common Stock at the rate of 500 shares of Common Stock for each share of Series E Preferred Stock. The Series E Preferred Stock votes on an as-converted basis, i.e. each share of Series E Preferred Stock is entitled to 500 votes on all matters submitted to a vote of stockholders. 

During the six months ended June 30, 2025 there were no Series E Preferred Stock transactions and as of June 30, 2025 there were no Series B Preferred Stock issued and outstanding.

Common Stock

During the six months ended June 30, 2025 and 2024 there were no Common Stock transactions and as of June 30, 2025 and December 31, 2024, the Company had 31,106,234 shares of Common Stock issued and outstanding.

Warrants 

In November 2023, the Company issued 550,000 warrants to purchase shares of Common Stock to the Holders of Promissory Notes as additional consideration for the loans (see NOTE 7). Pursuant to the underlying loan agreements, the warrant holders could purchase shares of Common Stock at the price of $0.07 per share. The total value of the warrants was $87,970 and the warrants were to expire on the maturity dates of the promissory notes. 

On November 1, 2024, 550,000 warrants were given up in a cashless exercise in exchange for 396,000 shares of Common Stock.

As of June 30, 2025 and December 31, 2024 there were no warrants issued or outstanding.