EQUITY |
12 Months Ended | |||||||||||||||
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Dec. 31, 2025 | ||||||||||||||||
| Equity [Abstract] | ||||||||||||||||
| EQUITY | NOTE 6 – EQUITY
The Company is authorized to issue shares of common stock, par value $ per share, and shares of preferred stock, par value $ per share, consisting of 10,000,000 shares of undesignated preferred stock, 10,000,000 shares of Series A Preferred Stock, and 10,000,000 shares of Series B Preferred Stock.
As of December 31, 2025 and December 31, 2024, there were and shares of common stock outstanding, respectively.
As of December 31, 2025, there were shares of Series A Preferred Stock outstanding and shares of Series B Preferred Stock outstanding.
Issuance of Common Stock
On December 14, 2023, the Board of Directors approved an offering of up to 10,000,000 shares of common stock in a private offering to accredited investors for $0.05 per share. Prior to the year-end, the Company issued shares in an offering for an investment of $50,000. During the six months ended June 30, the Company completed the private placement by issuing shares at $0.05 per share which generated $450,000 in proceeds.
On March 19, 2024, the Board of Directors approved an offering of up to 6,000,000 shares of common stock in a private offering to accredited investors for $0.05 per share. During the three months ended June 30, 2024, the Company issued shares in the offering and raised $205,200 proceeds. The offering of 6,000,000 shares continued until July 14, 2024. During the period from July 1, 2024 through July 14, 2024 the Company sold common shares in the offering and raised $9,850 in proceeds.
During the six months ended June 30, 2024, the Company also issued shares for services rendered valued at $2,000.
On July 15, 2024 the Company commenced a new offering of 2,000,000 shares at a price of $0.50 per share. During the period from July 15, 2024 to September 30, 2024 the Company sold common shares in the offering and raised $121,000 in proceeds.
During the year ended December 31, 2025, Preferred A and Preferred B shareholders converted all of the preferred shares into shares of common stock. Additionally, one shareholder converted shares of common stock into shares of Preferred A stock.
During the year ended December 31, 2025, the Company issued common stock through service-based compensation agreements and financing-related equity transactions, resulting in a significant increase in shares outstanding. These issuances were made to support operating needs, compensate service providers, and secure funding.
During the year ended December 31, 2025, the Company issued common shares for service, shares for financing fees due to non-payment of loans by the maturity date, common shares were sold in a private placement for $0.20 per share yielding $50,000 in proceeds to the Company, common shares issued for cash and common shares issued for the purchase of software.
During the period, the Company issued:
As a result of these issuances and other equity activity, the number of common shares outstanding increased to shares as of December 31, 2025, compared to shares at December 31, 2024.
The Company expects that future equity issuances may continue to be a source of liquidity; however, there is no assurance that such financing will remain available on similar terms, or at all.
Issuance of Preferred A Stock
In February 2023, the Board of Directors approved the issuance of one series of preferred stock, the Series A Convertible Preferred Stock (the “Series A Preferred”), for shares, of which shares were issued on May 31, 2024 in exchange for shares of common stock. During the three months ended September 30, 2024, the Company issued shares of Series A Preferred as a financing fee. On November 18, 2024, common shares were converted to Series A Preferred. As of December 31, 2024, there were shares of Series A Preferred outstanding.
During the year ended December 31, 2025, the 21,100 shares of Preferred A outstanding were converted into 21,100,000 shares of common stock. Additionally, 500,000 shares of common stock were converted into Preferred A stock. As a result, as of December 31, 2025, there were 500 shares of Preferred A stock outstanding.
The Series A Preferred has the following rights:
Dividends: Each share of Series A Preferred is entitled to receive non-cumulative dividends equal to the amount of dividends that the holder of such share would have received if such share of Series A Preferred were converted into shares of common stock immediately prior to the record date of the dividend declared on the common stock.
Liquidation Preference: The Series A Preferred Stock is entitled to receive, prior to any distribution to any junior class of securities, an amount equal to $0.01 per share, plus any accrued but unpaid dividends, as a liquidation preference before any distribution may be made to the holders of any junior security, including the common stock.
Voting Rights: Each holder of Series A Preferred Stock shall vote with holders of the common stock upon any matter submitted to a vote of shareholders, in which event it shall have the number of votes equal to the number of shares of common stock into which such share of Series A Preferred Stock would be convertible on the record date for the vote or consent of shareholders.
Voluntary Conversion Rights: Each share of Series A Preferred Stock is convertible into 1,000 shares of common stock.
Mandatory Conversion Rights: The Company may convert all outstanding shares of Series A Preferred Stock into common stock, at the same ratio as the voluntary conversion rights held by the holders, at any time that there are less than 200,000 shares of Series A Preferred Stock outstanding.
Rank: The Series A Preferred ranks senior to the common stock and any other class or series of preferred stock that may be authorized and which is designated as junior to the Series A Preferred Stock.
Issuance of Preferred B Stock
On July 13, 2024, the Board of Directors approved the designation of a second series of preferred stock, the Series B Convertible Preferred Stock (the “Series B Preferred”). During the year ended December 31, 2024, the Company issued shares of Series B Preferred for cash consideration of $200,000 and shares of Series B Preferred for consulting services valued at $. During the year ended December 31, 2025, the 5,500 shares of Preferred B outstanding were converted into 5,500,000 shares of common stock
During the year ended December 31, 2025, the Company issued an additional shares of Series B Preferred Stock for cash, services, and strategic business purposes.
The Series B Preferred has the following rights:
Dividends: Each share of Series B Preferred is entitled to receive non-cumulative dividends equal to the amount of dividends that the holder of such share would have received if such share of Series B Preferred were converted into shares of common stock immediately prior to the record date of the dividend declared on the common stock.
Liquidation Preference: The Series B Preferred Stock is entitled to receive, prior to any distribution to any junior class of securities, an amount equal to $0.01 per share, plus any accrued but unpaid dividends, as a liquidation preference before any distribution may be made to the holders of any junior security, including the common stock.
Voting Rights: The Series B Preferred Stock does not have the right to vote on any matter submitted to a vote of shareholders, but is entitled to notice of any shareholder meeting or any action proposed to be taken by shareholders in lieu of a meeting.
Voluntary Conversion Rights: Each share of Series B Preferred is convertible into 1,000 shares of common stock, provided that no holder of Series B Preferred may convert its shares into common stock to the extent the holder would be the beneficial owner of more than 4.99% of the Company’s common stock immediately after the conversion, and further provided that the holder has the right to waive this limitation on at least 61 days prior notice to the Company.
Mandatory Conversion Rights: The Company may convert all outstanding shares of Series B Preferred Stock into common stock, at the same ratio as the voluntary conversion rights held by the holders, at any time that there are less than 200,000 shares of Series B Preferred Stock outstanding.
Rank: The Series B Preferred ranks senior to the common stock and any other class or series of preferred stock that may be authorized and which is designated as junior to the Series B Preferred. The Series B Preferred ranks junior to the Series A Preferred.
On July 24, 2024 the Company changed its Articles of Incorporation and filed a Certificate of Designation to create 10,000,000 shares of Series B Convertible Preferred Stock. The Series B preferred shares are junior to Series B Preferred Stock and have the same rights as Series A Preferred with one exception. Series B preferred holders cannot hold in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the conversion.
Warrants
The Company has outstanding 500,000 Class A Warrants and 500,000 Class B Warrants. The Class A Warrants are exercisable at $1.00 per share until June 20, 2026 and the Class B Warrants are exercisable at $2.50 per share until June 20, 2026. The Class A and B Warrants are exercisable at any time by the holder on a cash or cashless basis, provided that the holder may not exercise the warrants if the holder would own more than 4.99% of the Company immediately following the exercise, provided that the holder has the right to increase such percentage to no more than 9.99% upon at least 61 days prior written notice to the Company.
Reverse Stock Split
On June 5, 2023 the Company effected a 1 for 50,000 reverse split immediately followed by a 500 to 1 forward split. The net impact was a reverse split of 1 for 100. As that time the split was declared the Company had shares outstanding. Post split there were shares outstanding. As a result of FINRA policies regarding beneficial ownership of odd lot holders, the Company issued approximately in excess of the amounts anticipated by the split. This split has been retroactively applied in the financial statement to all prior periods, and all reference to share counts in this report reflect post-split amounts unless specifically stated otherwise.
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