v3.26.3
Shareholders’ Equity
 3 Months Ended
Mar. 31, 2026
Shareholders’ Equity [Abstract]  
Shareholders’ Equity

Note 9 – Shareholders’ Equity

 

Common stock

 

During the three months ended March 31, 2026, the Company did not issue any common stock.

 

During the three months ended March 31, 2025, the Company issued:

 

  ● 650,000 shares of common stock to its CFO, valued at $42,900; and

 

  ● 4,367,426 shares of common stock valued at $262,456 in satisfaction of convertible debt and interest; and

 

  ● 200,000 shares of common stock to a consultant for services rendered, valued at $13,200. The fair value was determined based on the Company’s stock price on the grant date; and

 

  ● 1,000,000 shares of common stock for cash, valued at $50,000. The fair value was determined based on the Company’s stock price on the grant date; and

 

Convertible Preferred Stock, Series A

 

On November 27, 2024, the Company amended its Articles of Incorporation to authorize Series A Convertible Preferred Stock. The number of shares constituting such Series A Preferred Stock shall be 10,000 shares, par value of $.0001, out of the 5,000,000 shares, par value of $.0001, of preferred stock authorized by the Corporation in its Certificate of Incorporation. Each share of Series A Preferred Stock shall have a stated value of $1,000 (the “Stated Value”). Each holder of Series A Preferred Stock shall have the right to convert 1 share of Series A Preferred Stock into 10,000 shares of common stock in the Corporation, at the election of the holder by the holder delivering written notice of such conversion to the Board of Directors for the Corporation, pursuant to any procedure established by the Board of Directors. Holders of Series A Preferred Stock shall be entitled to receive an annual dividend, payable quarterly (i.e., every three months in a calendar year), within ninety (90) days of the last day of the applicable quarter, and prorated, where and if necessary, of (a) 6% of the holder’s Stated Value, in the aggregate based on the number of Series A Convertible Shares titled to such holder, in cash, and (b) 1,200 shares of common stock for each share of Series A Preferred stock titled to such holder. Holders of Series A Preferred Stock are entitled to vote on any and all matters submitted to the vote of the common shareholders of the Corporation with each share of Series A Preferred Stock equaling 10,000 shares of shares of common stock on a fully converted basis.

 

During the three months ended March 31, 2026, the Company did not issue any preferred stock.

 

During the three months ended March 31, 2025, the Company issued:

 

● 300 shares of preferred stock to a related party for the conversion of $300,000 in accrued rent payable;

 

● 375 shares of preferred stock to a related party for the conversion of $375,000 in accrued compensation;

 

● 1,203 shares of preferred stock to a related party for the conversion of $1,203,000 in shareholder advances.

 

● 128 shares of preferred stock to a related party for $128,000 in cash.

 

As of March 31, 2026, the Company has accrued an aggregate of $168,717 in cash dividends and 4,158,950 common stock dividends at a fair value of $198,786. All current holders of our Series A preferred agreed to defer payment of accrued interest entitled to them through June 30, 2026.

 

Additional Paid in Capital

 

During the three months ending March 31, 2026, and 2025, the Company recorded $0 and $394,999, respectively to additional paid in capital in recognition of the fair value of warrants issued for services.

 

Warrants

 

On January 1, 2025, the Company issued two identical cashless warrant agreements for advisory services, entitling each holder to acquire up to 2,500,000 common shares at an exercise price of $0.08 for a three-year term. On the date of issuance, the exercise price was above the fair market value of the underlying shares on the grant date, resulting in no intrinsic value. The fair value at issuance was $394,999. These warrants are equity classified and the fair value at issuance was calculated using the Black Scholes pricing model. No significant unobservable inputs were used in the valuation, and no material adjustments were required. As such, the Company believes the fair value measurement falls within Level 2 of the ASC 820 hierarchy. The specific number of warrants outstanding has not yet been determined but is not expected to exceed the number of shares available for issuance.

 

On June 6, 2025, the Company issued 1,147,059 common shares to a third party in a cashless exercise of 1,147,059 warrants.

 

On September 1, 2025, the Company issued five identical cashless warrant agreements for services, entitling each holder to acquire an aggregate of 5,500,000 common shares at an exercise price of $0.06 for a three-year term. On the date of issuance, the exercise price was above the fair market value of the underlying shares on the grant date, resulting in no intrinsic value. The fair value at issuance was $129,250. These warrants are equity classified and the fair value at issuance was calculated using the Black Scholes pricing model. No significant unobservable inputs were used in the valuation, and no material adjustments were required. As such, the Company believes the fair value measurement falls within Level 2 of the ASC 820 hierarchy.

 

The Company’s warrants are classified as equity, and their value is carried in the additional paid-in capital account in the stockholders’ equity section of the balance sheet. The following table summarizes the activity related to warrants outstanding:

 

                Weighted        
          Weighted     Average        
          Average     Remaining     Aggregate  
    Warrants     Exercise     Contractual     Intrinsic  
    Outstanding     Price     Life     Value  
Outstanding, December 31, 2024     1,000,000     $ 0.04       3.78     $ 39,000  
Granted     11,013,726                          
Forfeited     (200,000 )                        
Exercised     (1,147,059 )                        
Outstanding, December 31, 2025     10,666,667     $ 0.07       2.33     $ -  
Granted     -                          
Forfeited     -                          
Exercised     -                          
Outstanding, March 31, 2026     10,666,667     $ 0.07       2.09     $ 11,333  
Exercisable, March 31, 2026     10,666,667     $ 0.07       2.09     $ 11,133  

 

The following table summarizes information about outstanding and exercisable warrants as of March 31, 2026.

 

Outstanding and Exercisable  
Number of Warrants     Exercise Price  
5,666,667     $ 0.06  
5,000,000     $ 0.08  
10,666,667