CAPITAL STOCK

3 Months Ended

Mar. 31, 2022

CAPITAL STOCK

NOTE E - CAPITAL STOCK

NOTE E-CAPITAL STOCK

The Company is authorized to issue 1,000,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 Series A Cumulative, Convertible Preferred Shares, par value $.0001 per share (“Preferred Stock”).

Total issued and outstanding shares of common stock is 4,504,103 and 4,504,103 as of March 31, 2022 and 2021, respectively.

Total issued and outstanding shares of preferred stock is 1,936,000 and 1,936,000 as of March 31, 2022 and 2021, respectively.

During the period from March 24, 2015 (inception) through December 31, 2016, the Company issued 2,000,000 shares of Preferred Stock at $0.05 per share to Ventureo, LLC in exchange for $50,000 in cash and Apps with a fair market value of $50,000 for a total of $100,000. The Preferred Stock initially was convertible, at the option of the holder, into shares of common stock at a conversion price of $0.005 per share, which conversion price was reduced to $0.0002 per share in 2018, as described below. The holder of the Preferred Stock may not convert any portion of the Preferred Stock if, after giving effect to such conversion, the holder would beneficially own in excess of 4.99% of the class of common stock, except that the holder may, by written notice to the Company, increase or decrease this percentage up to a maximum of 9.99%, provided that any such increase will not be effective until the 61st day after such notice is delivered to the Company. Upon a liquidation event, the Company is required to pay to the holders of the Preferred Stock an amount per share equal to the original issue price (i.e., $0.05 per share), plus all accrued and unpaid dividends on each share of Preferred Stock prior to making distributions to any other class of stock. After full payment of the liquidation preference amount to the holders of the Preferred Stock, the Company will then distribute the remaining assets to holders of common stock, other junior preferred shares (if any) and the Preferred Stock on an as-if-converted-basis. The Preferred Stock ranks senior to the Company’s common stock and to any other shares of preferred stock the Company may issue in the future.

In 2018, the Company entered into an agreement with the holder of the Preferred Stock pursuant to which it agreed to reduce the conversion price of the Preferred Stock from $0.005 per share to $0.0002 per share in consideration of such holder’s extension of the maturity date of certain promissory notes made in favor of the holder. The Company filed an amendment to its Articles of Incorporation reflecting the change of the conversion price.

During 2021, 1,400 shares of Preferred Stock were converted into 350,000 shares of common stock.

Capital Contributions

Brian Kupchik, President and CEO made no capital contributions during the three months ended March 31, 2022 and 2021.