NOTE 9 - STOCKHOLDER'S EQUITY |
12 Months Ended |
|---|---|
Dec. 31, 2025 | |
| Notes | |
| NOTE 9 - STOCKHOLDER'S EQUITY | NOTE 9 – STOCKHOLDERS’ DEFICIT The Company is authorized to issue 295,000,000 shares of common stock, $0.0001 par value per share, and 5,000,000 shares of undesignated preferred stock, $0.0001 par value per share. The Board of Directors has the authority to establish one or more series of preferred stock and to determine the designations, preferences, rights, and restrictions of each series. No shares of preferred stock were issued or outstanding as of December 31, 2025 or 2024. As of December 31, 2025, the Company had not reserved shares of common stock for future issuance. The Company may be required to reserve shares in connection with its outstanding convertible notes payable and Series 2025 Notes. See Note 5. The number of shares issuable upon conversion is not currently determinable and will depend on future events, including pricing triggers specified in the respective agreements. Common Stock Activity Common stock transactions during the year ended December 31, 2025 were as follows: ·On July 16, 2025, the Board of Directors granted Restricted Stock Awards (“RSAs”) totaling 400,000 shares of common stock under the 2021 Omnibus Incentive Plan (“2021 OIP”). See Note 10. ·On November 5, 2025, the Company issued 500,000 restricted shares of common stock to GHS in connection with the GHS Equity Financing Agreement. See Note 3. ·On November 7, 2025, the Company issued 100,000 shares of common stock to an investor as additional consideration in connection with a financing. See Note 5. As a result of these transactions, the Company had 18,925,950 shares of common stock outstanding as of December 31, 2025. Common stock transactions during the year ended December 31, 2024 were as follows: ·On May 17, 2024, the Board of Directors granted Restricted Stock Awards totaling 340,000 shares of common stock under the 2021 Omnibus Incentive Plan. See Note 10. ·On May 28, 2024, the Company issued 62,500 shares of common stock to an unrelated third party pursuant to a subscription agreement at $0.40 per share, resulting in cash proceeds of $25,000. ·On July 6, 2024, the Company issued 187,500 shares of common stock to Thrown, LLC in connection with a Share Exchange Agreement, valued at $26,175 based on the quoted market price of the Company’s common stock. See Note 3. ·On September 6, 2024, the Board of Directors granted Restricted Stock Awards totaling 10,000 shares of common stock under the 2021 Omnibus Incentive Plan. See Note 10. As a result of these transactions, the Company had 17,925,950 shares of common stock outstanding as of December 31, 2024. |