v3.26.1
Stockholders' Equity
 3 Months Ended
Mar. 31, 2026
Equity [Abstract]  
Stockholders' Equity

Note 5 – Stockholders' Equity

 

The Company is authorized to issue 75,000,000 shares of common stock, par value $0.001 per share. As of March 31, 2026, there were 43,690,580 shares of common stock issued and outstanding. As of December 31, 2025, there were 42,690,580 shares issued and outstanding.

 

Set forth below is information regarding the issuance and sales of securities without registration through March 31, 2026. No such sales involved the use of an underwriter, no advertising or public solicitation was involved, the securities bear a restrictive legend, and no commissions were paid in connection with the sale of any securities.

 

Since January 1, 2025 through March 31, 2026, the Company issued an aggregate of 11,520,580 shares of common stock, consisting of 9,400,000 shares issued for services, 173,913 shares issued for an asset, and 1,946,667 shares issued for cash. The related amounts recorded were as follows: shares issued for services — common stock of $9,400 and additional paid-in capital of $754,795; shares issued for asset acquisition — common stock of $174 and additional paid-in capital of $295,393; and shares issued for cash — common stock of $1,947 and additional paid-in capital of $156,991. During the three months ended March 31, 2026, the Company issued 1,000,000 shares for cash proceeds of $50,000.

 

  · On June 8, 2025, the Company issued 1,500,000 shares of common stock to a non-affiliated entity for services.
  · On June 9, 2025, the Company issued 1,000,000 shares of common stock to a non-affiliated individual for services.
  · On July 5, 2025, the Company issued 500,000 shares of common stock to a non-affiliated individual for services.
  · On July 8, 2025, the Company issued 1,000,000 shares of common stock to a non-affiliated entity for services.
  · On July 29, 2025, the Company issued 66,667 shares of common stock to a non-affiliated individual for cash.
  · On August 20, 2025, the Company issued 173,913 shares of common stock to a non-affiliated entity in exchange for an asset.
  · On September 23, 2025, the Company issued 200,000 shares of common stock to a non-affiliated individual for services.
  · On October 10, 2025, the Company issued 500,000 shares of common stock to a non-affiliated entity for services.
  · On October 15, 2025, the Company issued an aggregate of 1,780,000 shares of common stock, consisting of 1,500,000 shares issued to a non-affiliated entity for services and 280,000 shares issued to a non-affiliated individual for cash.
  · On November 1, 2025, the Company issued 1,400,000 shares of common stock to a non-affiliated individual for services.
  · On November 3, 2025, the Company issued 1,000,000 shares of common stock to a non-affiliated individual for services.
  · On November 12, 2025, the Company issued 1,000,000 shares of common stock to a non-affiliated individual for services.
  · On November 28, 2025, the Company issued 400,000 shares of common stock to a non-affiliated individual for cash.
  · On January 23, 2026, the Company issued 500,000 shares of common stock to a non-affiliated individual for cash.
  · On January 28, 2026, the Company issued 500,000 shares of common stock to a non-affiliated individual for cash.

 

On February 5, 2022, the Company issued 230,000 shares of common stock to Andrew Read at $0.01 per share for $2,300. On December 28, 2023, the Company issued 22,000,000 shares of common stock to Andrew Read at $0.01 per share for services. The issuances were exempt from registration by reason of Section 4(a)(2) of the Securities Act as transactions not involving a public offering.

 

The Company issued 6,940,000 shares in a Regulation D, Rule 506 offering filed with the SEC on March 11, 2022, at an offering price of $0.01 per share, resulting in total proceeds of $69,400. None of the investors were affiliated with any of the Company’s directors, officers, promoters, or beneficial owners of 10% or more of its securities.

 

As of March 31, 2026, the Company had 43,690,580 shares of common stock issued and outstanding.

 

Warrants

 

During 2025, the Company issued warrants to purchase an aggregate of 946,667 shares of common stock to the Beling Family Trust. During the three months ended March 31, 2026, the Company issued additional warrants to purchase an aggregate of 1,000,000 shares of common stock to the Beling Family Trust.

 

A summary of warrant activity for the three months ended March 31, 2026 is as follows:

          
    Warrants   Weighted Average Exercise Price 
 Outstanding at December 31, 2025    946,667   $0.08 
 Granted    1,000,000   $0.05 
 Exercised    —   $— 
 Expired    —   $— 
 Outstanding at March 31, 2026    1,946,667   $0.06 
 Exercisable at March 31, 2026    1,946,667   $0.06 

 

As of March 31, 2026, 1,946,667 warrants were outstanding and exercisable, with a weighted average exercise price of $0.06 per share.

 

The following table summarizes warrants outstanding at March 31, 2026:

               
Grant Date  Shares Under Warrant   Exercise Price   Expiration Date  Exercise Terms 
July 29, 2025   66,667   $0.30   July 29, 2028   Cash exercise 
September 8, 2025   200,000   $0.10   September 8, 2028   Cash exercise 
October 15, 2025   280,000   $0.05   October 15, 2028   Cash exercise 
November 28, 2025   400,000   $0.05   November 28, 2028   Cash exercise 
January 23, 2026   500,000   $0.05   January 23, 2029   Cash exercise 
January 28, 2026   500,000   $0.05   January 28, 2029   Cash exercise 
Total / Weighted Average   1,946,667   $0.06         

 

Weighted Average term remaining:

 

For the current period issuances:

 

1,000,000 warrants issued during the quarter ended March 31, 2026 had a weighted-average remaining contractual term of approximately 2.83 years.

 

For the total warrants outstanding at March 31, 2026:

 

1,946,667 warrants outstanding had a weighted-average remaining contractual term of approximately 2.70 years.

 

We have never utilized an underwriter for an offering of our securities. Other than the securities mentioned above and the common stock issuances described below, we have not issued or sold any other securities.

 

During the three months ended March 31, 2026, the Company issued 1,000,000 shares of common stock to the Beling Family Trust for aggregate proceeds of $50,000 pursuant to subscription agreements.