NOTE 7 - STOCKHOLDERS' EQUITY |
6 Months Ended |
|---|---|
Jun. 30, 2025 | |
| Notes | |
| NOTE 7 - STOCKHOLDERS' EQUITY | NOTE 7 – STOCKHOLDERS’ EQUITY
As of December 31, 2023, the Company was authorized to issue 5,000,000 shares of its preferred stock in one or more series, of which 1,500,000 were designated “Series B Preferred Stock”. On June 24, 2024, the Board of Directors of the Company approved the designation of one share of preferred stock as “Series A Preferred Stock”. As of June 30, 2025, the Company was authorized to issue 5,000,000 shares of preferred stock, of which 1,500,000 were designated “Series B Preferred Stock” and 1 was designated “Series A Preferred Stock”.
As of June 30, 2025 and December 31, 2024 we were authorized to issue 467,000,000 shares of common stock, respectively. On June 24, 2024, the Board of Directors of the Company approved an increase in the authorized shares of common stock from 100,000,000 to 467,000,000.
Common Stock
As of June 30, 2025, and December 31, 2024, we were authorized to issue 467,000,000 shares of common stock, respectively. Each share of common stock has a $0.001 par value. Each share of common stock entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought. The Company had 51,625,089 and 39,990,903 shares of common stock issued and outstanding as of June 30, 2025, and December 31, 2024, respectively.
During the Six months ended June 30, 2025, the Company issued 11,634,186 shares of common stock to settle $264,004 of accrued expenses.
Series A Preferred Stock
As of June 30, 2025 and December 31, 2024 we were authorized to issue 0 shares of Series A Preferred Stock, $0.001 par value. The holder of the Series A Preferred is entitled to cast that number of votes on all matters presented for stockholder vote to the stockholders of the Corporation that when taking into account the votes entitled to be cast by the Series A Preferred stockholder is equal to seventy-five percent (75%) of the total shares authorized to vote on such matter(s) and such holder shall vote along with holders of the Corporation’s Common Stock on such matters. Additionally, the Series A Preferred Stock is convertible into 9,793,754 shares of Company common stock at the option of the holder.
On July 29, 2024, the Company entered into an Exchange Agreement with Ehave, Inc., its largest shareholder, whereby the Company agreed to issue Ehave, Inc. one share of Series A Preferred Stock in exchange for 9,793,754 shares of common stock.
Series B Preferred Stock - Mezzanine Equity
The Series B Preferred Stock is recorded as mezzanine equity in accordance with ASC 480, “Distinguishing Liabilities from Equity”. The Series B Shares are recorded as mezzanine equity in accordance with ASC 480 because the Company may be obligated to issue a variable number of shares at a fixed price known at inception and there is no maximum number of shares that could potentially be issued upon conversion. In this instance, cash settlement would be presumed and the Series B Shares are classified as mezzanine equity in accordance with ASC 480-10-S99. Immediately upon effectiveness of the registration statement registering for resale of all the common stock issuable under the Series B Shares, all outstanding Series B Shares shall automatically convert into common stock. As of March 31, 2025 and December 31, 2024 the Company was authorized to issue 1,500,000 shares of Series B Preferred Stock. |