SHARE CAPITAL |
6 Months Ended |
|---|---|
Sep. 30, 2026 | |
| Equity [Abstract] | |
| SHARE CAPITAL | NOTE 7 - SHARE CAPITAL
The Company is authorized to issue shares of its $ par value common stock and shares of its $ par value preferred stock.
Common stock
Holders of the Company’s common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Holders of the Company’s common stock representing a majority of the voting power of the Company’s capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of stockholders. A vote by the holders of a majority of the Company’s outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to the Company’s certificate of incorporation.
Holders of the Company’s common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. The Company’s common stock has no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to the Company’s common stock.
During September 2022, the Company began an exempt private placement offering (the “2022 Stock Offering”) of its common stock at a price of $ per share. Total capital raise for the 2022 Stock Offering is $750,000. The 2022 Stock Offering the Company may include the settlement of accounts payable, vendor accounts as well as the settlement of related party amounts due on loans and accrued expense. The Company’s board of directors re-approved the 2022 Stock Offering and its extension of its terms and conditions and intends on settling with several of its vendors through the issuance of common stock as payment for vendor accounts payable under the terms of the 2022 Stock Offering. During the twelve-month period ended March 31, 2026 the Company issued shares of its common stock for $650,000 in exchange for accounts payable, notes payable and accrued compensation payments.
The Company during the twelve months ended March 31, 2026 received investment from 27 investors for a total of $20,950. The Company issued shares of its common stock at a price of $ per share, under the terms of the extended 2022 Stock Offering.
Preferred stock
Holders of the Company’s preferred stock (of which there are none) are entitled to the same rights and privileges as the Company’s common stock. Currently the Company’s preferred stock has no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to the Company’s preferred stock.
The Company’s preferred stock shall be issued from time to time in one or more series, with such distinctive serial designations as shall be stated and expressed in the resolution or resolutions providing for the issue of such shares from time to time adopted by board of directors; and in such resolution or resolutions providing for the issue of shares of each particular series, the board of directors is expressly authorized to fix the annual rate or rates of dividends for the particular series; the dividend payment dates for the particular series and the date from which dividends on all shares of such series issued prior to the record date for the first dividend payment date shall be cumulative; the redemption price or prices for the particular series; the voting powers for the particular series, the rights, if any, of holders of the shares of the particular series to convert the same into shares of any other series or class or other securities of the corporation, with any provisions for the subsequent adjustment of such conversion rights; and to classify or reclassify any unissued preferred stock by fixing or altering from time to time any of the foregoing rights, privileges and qualifications.
At September 30, 2026 and March 31, 2026, there were and shares of common stock issued and outstanding, respectively.
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