Capital Stock

12 Months Ended

Dec. 31, 2023

Stockholders' Deficit

Capital Stock

NOTE 8 – Capital Stock

Preferred Stock

On January 16, 2017, the Company amended its certificate of incorporation to authorize an increase in blank check preferred shares to 50,000,000 from 5,000,000.  10,000,000 of these blank check preferred shares have been separately allocated to Series A Preferred leaving 40,000,000 blank check preferred authorized.  Preferred stock - A can be converted into 100 shares of common stock, have dividend rights at 100 times common and have voting rights equal to 100 shares of common stock. At December 31, 2023 and 2022, there were -0- shares issued and outstanding.

Common Stock

On January 16, 2017, the Articles of Incorporation were amended to increase the authorized shares to 1,050,000,000, consisting of 1,000,000,000 shares of common stock.

On September 20, 2023, 8,500,000 shares of common stock were issued to the two (2) shareholders of RPI Inc., per the share exchange agreement for 51% of RPI that was closed on July 13, 2023.  These shares were valued at the market value of the Company on July 13, 2023 and resulted in goodwill impairment of $4,420,000 for the year ended December 31, 2023.  On November 14, 2023, the share agreement was rescinded and the shares were returned to the Company. Net loss of RPI are therefore included in discontinued operations as is the goodwill impairment.

Stock Compensation Plan

On March 15, 2018, the Company resolved to adopt the Employees, Officers, Directors and Consultants Stock Plan for the Year 2018. The purpose of this Plan is to enable the Company, to promote the interests of the company and its stockholders by attracting and retaining employees, officers, directors and consultants capable of furthering the future success of the Company and by aligning their economic interests more closely with those of the company’s stockholders, by paying their retainers or fees in the form of shares of the Company’s common stock. The Plan shall expire on March 15, 2028.  As of December 31, 2023, previously issued shares totaled 4,516,667 from this plan.