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CAPITAL STOCK
 3 Months Ended
Mar. 31, 2026
Equity [Abstract]  
CAPITAL STOCK

NOTE 3 – CAPITAL STOCK

 

The Company has authorized 750,000,000 shares of common stock, $0.0001 par value per share as of March 12th with COA from Delaware. The Company had 259,592,478 and 131,272,193 shares of common stock issued and outstanding as of March 31, 2026 and December 31, 2025, respectively.

 

2026 Common Stock Issuances

 

  ● 128,320,285 shares for conversion of a convertible notes valued at $59,445 at prices of between $0.0003 and $0.0005 per share. As a result of the conversions the Company realized a loss of $101,438 on the extinguishment of debt.

 

2025 Common Stock Issuance

 

During the year ended December 31, 2025 the Company had the following stock issuances:

 

  ● 1,250,000 shares for services valued at $5,250, or an average price of $0.004 per share. The share price was determined based on the trading price of the Company’s common stock on the date of issuance.
  ● 1,732,604 shares were issued for financing fees at $0.005 per share. The share price was determined based on the trading price of the Company’s common stock on the date of issuance.
  ● 24,486,568 shares for conversion of a convertible note valued at $83,380 at prices of 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. The extinguished debt was related to 1800 Diagonal. The Company has repaid 1800 Diagonal a total of $54,591 with 6 payments as follows: $14,730.11 on 7/19/2023, $7,000 on 8/1/2023, $10,000 on 9/20/23, $10,000 on 3/22/24, $5,000 on 4/26/24 and $7,500 on 6/4/24 leaving unpaid balance of $77,980.89. 1800 Diagonal has started converting the balance into shares and selling into the market starting on January 27th, 2025 and has converted into 24,486,568 shares which resulted in $83,380 debt extinguishment. The total repayment between cash payments and conversion of shares resulted in $137,971.
  ● Conversions, 31,993,500 shares by Trillium LP Partners for aged convertible debt that has been assigned by Cove Funding LP
  ● Conversions, 44,599,912 shares by Trillium LP Partners for aged convertible debt that has been assigned by Cove Funding LP
  ● Conversions, 4,655,760 shares by Trillium LP Partners for aged convertible debt that has been assigned by Cove Funding LP

 

 

Preferred Stock

 

The Company has 20,000,000 shares of $.0001 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 1,000,000 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 1,000 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. On October 20, 2025, the company awarded Mr. Adler an additional 2,000 shares of A stock, bringing his effective voting control of the Company to 100%.

 

Series B Preferred Stock

 

On September 8, 2025, the Company received notice of the filing of its Certificate of Designation for a class of Preferred Stock designated as Series B Preferred Stock (“Series B Preferred”) consisting of 200,000 shares with a par value of $0.0001. The Series B Preferred has no voting, dividend or liquidation rights, except as required by law, and each share converts, at the option of the Holder into 1,000 shares of common stock. The foregoing is only a summary of the terms of the Series B Preferred and the reader is referred to the Certificate of Designation which is an exhibit to this report.

 

During the three months ended March 31, 2026, the Company issued 5,875 Preferred B shares for services.

 

During the year ended December 31, 2025, the Company issued 4,133 Preferred B shares to a consultant and 122,889 shares for the conversion of a related party liability.

 

As of March 31, 2026 and December 31, 2025 there were 132,897 and 127,022 , respectively, Preferred B shares issued and outstanding.

 

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 $0.0001 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 Annual Report, the Company will issue to Spencer Clarke additional warrants to purchase shares of the Company’s common stock representing 3% 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, 2026 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, 2026, these warrants had no intrinsic value.

 

In connection with financing arrangements entered into on August 25, 2025, July 11, 2025, and November 6, 2025, the Company issued an aggregate of 105,000,000 warrants to a lender as a financing fee. The warrants were issued in consideration for entering into the financing arrangements and were not issued in exchange for goods or services. The warrants were fully vested and exercisable upon issuance.

 

The fair value of the warrants was determined based on the observable market price of the Company’s common stock on the respective dates of issuance. The aggregate fair value of the warrants issued as financing fees was $653,500, which was recognized as interest expense in the period incurred. As of March 31, 2026, these warrants had no intrinsic value.