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EQUITY
12 Months Ended
Dec. 31, 2025
Stockholders' Equity Note [Abstract]  
EQUITY

NOTE 5: EQUITY

 

Common Stock

 

The Company has 250,000,000, $0.0001 par value shares of voting common stock authorized.

 

During the year ended December 31, 2025, the Company did not issue any common or preferred shares.

 

On September 10, 2025, the Company filed a change in the articles of incorporation and increased the voting common stock from 75,000,000 to 250,000,000. In addition, the Company completed a 1 for 4 reverse common stock split, decreasing the number of voting common stock outstanding from 43,916,221 to 10,979,058. All share numbers presented in these consolidated financial statements have been retroactively adjusted for the stock split.

 

During the year ended December 31, 2024, the Company issued 755,000 common shares for cash proceeds of $755,000

 

As of December 31, 2025 and December 31, 2024, the Company had 10,979,058 shares of common stock issued and outstanding, respectfully.

 

Preferred Stock

 

On October 19, 2021, the Company filed a Certificate of Amendment to its Articles of Incorporation authorizing up to 5,000,000 shares of Preferred Stock, par value $0.0001 per share, with such rights, preferences and limitations as may be set forth in resolutions adopted by the Board of Directors. On November 1, 2021, the Company filed a Certificate of Designation designating 1,000,000 shares of Preferred Stock as Series A Convertible Preferred Stock (the “Series A”). Each share of the Series A is convertible into three shares of the Company’s common stock at the holder’s election, subject to a 4.99% beneficial ownership limitation which may be increased to 9.99% upon 61 days’ notice.

 

During the year ended December 31, 2025 and 2024 there were no issuances of preferred stock. As of December 31, 2025 and 2024, the Company had 140,000 shares of Series A Convertible Preferred Stock outstanding.