v3.26.1
STOCKHOLDERS’ DEFICIT
3 Months Ended
Mar. 31, 2026
Equity [Abstract]  
STOCKHOLDERS’ DEFICIT

NOTE 6 – STOCKHOLDERS’ DEFICIT

 

Series A Preferred Stock

 

On March 16, 2020, the Company filed a Certificate of Designations (the “Certificate”) with the Secretary of State of Wyoming to amend its Articles of Incorporation to designate the Series A Preferred Stock as a series of preferred stock of the Company. 1,000 shares of Series A Preferred Stock are authorized in the Certificate. The Series A Preferred Stock has voting rights equivalent to three times the total voting power of the total common stock outstanding at any time. The Series A Preferred Stock has no transfer rights, no conversion rights, no dividends, and no liquidation preference. At March 31, 2026 and December 31, 2025, all 1,000 authorized Series A Preferred Stock are issued and outstanding and held in an escrow account. However, until the shares are released from escrow Mr. Owens controls the votes provided by the Series A Preferred Stock (see Note 1).

 

 

Common Stock

 

At March 31, 2026 and December 31, 2025, the Company had 405,558,604 and 404,228,842 issued and 405,515,747 and 404,185,985 outstanding shares of common stock, respectively.

 

On August 27, 2024, the Company amended its articles of incorporation with the State of Wyoming and increased its authorized shares of common stock from 300,000,000 to 500,000,000 shares.

 

During the three months ended March 31, 2026, several convertible promissory notes totaling $63,000 were converted into 1,329,762 of the Company’s common shares (see Note 4).

 

During the year ended December 31, 2025, several convertible promissory notes totaling $105,000 were converted into 4,071,429 of the Company’s common shares (see Note 4).

 

During the year ended December 31, 2025, convertible promissory notes totaling $3,000 were converted into 42,857 of the Company’s common shares. To date, these shares have not been issued and therefore, are now in default. The Company is currently in the process of issuing these shares. Until such time as the shares are issued, the Company has presented these shares as common stock to be issued on under other current liabilities in the accompanying balance sheets (see Note 4).

 

On March 6, 2025, the Company cancelled 2,000,000 shares of the Company’s common stock in conjunction with the Asset Purchase Agreement (see Note 3).

 

As of March 31, 2026 and December 31, 2025, the Company has not issued a total of 1,415,476 common shares due to third parties. These shares are reflected the weighted-average shares outstanding and are included in the Company’s issued shares balance of 405,558,604.