NOTE 7 - STOCKHOLDERS' EQUITY	3 Months Ended
Mar. 31, 2025
Notes
NOTE 7 - STOCKHOLDERS' EQUITY	NOTE 7 – STOCKHOLDERS’ EQUITY As of December 31, 2023, the Company was authorized to issue 5,000,000 shares of its preferred stock in one or more series, of which 1,500,000 were designated “Series B Preferred Stock”. On June 24, 2024, the Board of Directors of the Company approved the designation of one share of preferred stock as “Series A Preferred Stock”. As of March 31, 2025, the Company was authorized to issue 5,000,000 shares of preferred stock, of which 1,500,000 were designated “Series B Preferred Stock” and 1 was designated “Series A Preferred Stock”. As of March 31, 2025 and December 31, 2024 we were authorized to issue 467,000,000 shares of common stock, respectively. On June 24, 2024, the Board of Directors of the Company approved an increase in the authorized shares of common stock from 100,000,000 to 467,000,000. *Common Stock* As of March 31, 2025 and December 31, 2024 we were authorized to issue 467,000,000 shares of common stock, respectively. Each share of common stock has a $0.001 par value. Each share of common stock entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought. The Company had 45,244,137 and 39,990,903 shares of common stock issued and outstanding as of March 31, 2025, and December 31, 2024, respectively. During the year ended December 31, 2024, the Company entered into an Exchange Agreement with Ehave, Inc., its largest shareholder, whereby Ehave, Inc. exchanged 9,793,754 shares of common stock for one share of Series A Preferred Stock. During the year ended December 31, 2024, the Company issued 378,582 shares of common stock to settle $26,250 of accrued expenses. There was no gain or loss recorded on the issuance of the shares. During the year ended December 31, 2024, the Company issued 254,642 shares of common stock to settle $3,565 of accrued expenses. There was no gain or loss recorded on the issuance of the shares. During the year ended December 31, 2024, the Company issued 254,642 shares of common stock to settle $2,165 of accrued expenses. There was no gain or loss recorded on the issuance of the shares. During the year ended December 31, 2024, the Company issued 30,000,000 shares of common stock to settle $300,000 of accrued expenses. There was a gain on the issuance of the shares of $3,437. During the year ended December 31, 2024, the Company issued 4,000,000 shares of common stock to settle $68,010 of accrued expenses. There was loss recorded on the issuance of the shares of $1,345. As of December 31, 2024, the Company converted $110,000 of accrued interest into common shares pursuant to the terms of an existing convertible note agreement (see Note 6). Although the conversion was effective as of December 31, 2024, the related 2,200,000 shares of common stocks with the fair value of $44,000 were initially recorded as shares to be issued as of December 31, 2025, and were issued subsequent to year-end, in January 2025 and recorded within the unaudited condensed statement of stockholder equity for the three months ended March 31, 2025. During the three months ended March 31, 2025, the Company issued 2,130,276 shares of common stock to settle $23,433 of accrued expenses. There was no gain or loss recorded on the issuance of the shares. During the three months ended March 31, 2025, the Company issued 500,000 shares of common stock to settle $53,000 of accrued expenses. There was no gain or loss recorded on the issuance of the shares. During the three months ended March 31, 2025, the Company issued 422,958 shares of common stock to settle $28,761 of accrued expenses. There was no gain or loss recorded on the issuance of the shares. *Series A Preferred Stock* As of March 31, 2025 and December 31, 2024 we were authorized to issue 1 and 0 shares of Series A Preferred Stock, $0.001 par value. The holder of the Series A Preferred is entitled to cast that number of votes on all matters presented for stockholder vote to the stockholders of the Corporation that when taking into account the votes entitled to be cast by the Series A Preferred stockholder is equal to seventy-five percent (75%) of the total shares authorized to vote on such matter(s) and such holder shall vote along with holders of the Corporation’s Common Stock on such matters. Additionally, the Series A Preferred Stock is convertible into 9,793,754 shares of Company common stock at the option of the holder. On July 29, 2024, the Company entered into an Exchange Agreement with Ehave, Inc., its largest shareholder, whereby the Company agreed to issue Ehave, Inc. one share of Series A Preferred Stock in exchange for 9,793,754 shares of common stock. *Series B Preferred Stock - Mezzanine Equity* The Series B Preferred Stock is recorded as mezzanine equity in accordance with ASC 480, “Distinguishing Liabilities from Equity”. The Series B Shares are recorded as mezzanine equity in accordance with ASC 480 because the Company may be obligated to issue a variable number of shares at a fixed price known at inception and there is no maximum number of shares that could potentially be issued upon conversion. In this instance, cash settlement would be presumed and the Series B Shares are classified as mezzanine equity in accordance with ASC 480-10-S99. Immediately upon effectiveness of the registration statement registering for resale of all the common stock issuable under the Series B Shares, all outstanding Series B Shares shall automatically convert into common stock. As of March 31, 2025 and December 31, 2024 the Company was authorized to issue 1,500,000 shares of Series B Preferred Stock.

NOTE 7 - STOCKHOLDERS' EQUITY

3 Months Ended

Mar. 31, 2025

NOTE 7 – STOCKHOLDERS’ EQUITY

As of December 31, 2023, the Company was authorized to issue 5,000,000 shares of its preferred stock in one or more series, of which 1,500,000 were designated “Series B Preferred Stock”. On June 24, 2024, the Board of Directors of the Company approved the designation of one share of preferred stock as “Series A Preferred Stock”. As of March 31, 2025, the Company was authorized to issue 5,000,000 shares of preferred stock, of which 1,500,000 were designated “Series B Preferred Stock” and 1 was designated “Series A Preferred Stock”.

As of March 31, 2025 and December 31, 2024 we were authorized to issue 467,000,000 shares of common stock, respectively. On June 24, 2024, the Board of Directors of the Company approved an increase in the authorized shares of common stock from 100,000,000 to 467,000,000.

Common Stock

As of March 31, 2025 and December 31, 2024 we were authorized to issue 467,000,000 shares of common stock, respectively. Each share of common stock has a $0.001 par value. Each share of common stock entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought. The Company had 45,244,137 and 39,990,903 shares of common stock issued and outstanding as of March 31, 2025, and December 31, 2024, respectively.

During the year ended December 31, 2024, the Company entered into an Exchange Agreement with Ehave, Inc., its largest shareholder, whereby Ehave, Inc. exchanged 9,793,754 shares of common stock for one share of Series A Preferred Stock.

During the year ended December 31, 2024, the Company issued 378,582 shares of common stock to settle $26,250 of accrued expenses. There was no gain or loss recorded on the issuance of the shares.

During the year ended December 31, 2024, the Company issued 254,642 shares of common stock to settle $3,565 of accrued expenses. There was no gain or loss recorded on the issuance of the shares.

During the year ended December 31, 2024, the Company issued 254,642 shares of common stock to settle $2,165 of accrued expenses. There was no gain or loss recorded on the issuance of the shares.

During the year ended December 31, 2024, the Company issued 30,000,000 shares of common stock to settle $300,000 of accrued expenses. There was a gain on the issuance of the shares of $3,437.

During the year ended December 31, 2024, the Company issued 4,000,000 shares of common stock to settle $68,010 of accrued expenses. There was loss recorded on the issuance of the shares of $1,345.

As of December 31, 2024, the Company converted $110,000 of accrued interest into common shares pursuant to the terms of an existing convertible note agreement (see Note 6). Although the conversion was effective as of December 31, 2024, the related 2,200,000 shares of common stocks with the fair value of $44,000 were initially recorded as shares to be issued as of December 31, 2025, and were issued subsequent to year-end, in January 2025 and recorded within the unaudited condensed statement of stockholder equity for the three months ended March 31, 2025.

During the three months ended March 31, 2025, the Company issued 2,130,276 shares of common stock to settle $23,433 of accrued expenses. There was no gain or loss recorded on the issuance of the shares.

During the three months ended March 31, 2025, the Company issued 500,000 shares of common stock to settle $53,000 of accrued expenses. There was no gain or loss recorded on the issuance of the shares.

During the three months ended March 31, 2025, the Company issued 422,958 shares of common stock to settle $28,761 of accrued expenses. There was no gain or loss recorded on the issuance of the shares.

Series A Preferred Stock

As of March 31, 2025 and December 31, 2024 we were authorized to issue 1 and 0 shares of Series A Preferred Stock, $0.001 par value. The holder of the Series A Preferred is entitled to cast that number of votes on all matters presented for stockholder vote to the stockholders of the Corporation that when taking into account the votes entitled to be cast by the Series A Preferred stockholder is equal to seventy-five percent (75%) of the total shares authorized to vote on such matter(s) and such holder shall vote along with holders of the Corporation’s Common Stock on such matters. Additionally, the Series A Preferred Stock is convertible into 9,793,754 shares of Company common stock at the option of the holder.

On July 29, 2024, the Company entered into an Exchange Agreement with Ehave, Inc., its largest shareholder, whereby the Company agreed to issue Ehave, Inc. one share of Series A Preferred Stock in exchange for 9,793,754 shares of common stock.

Series B Preferred Stock - Mezzanine Equity

The Series B Preferred Stock is recorded as mezzanine equity in accordance with ASC 480, “Distinguishing Liabilities from Equity”. The Series B Shares are recorded as mezzanine equity in accordance with ASC 480 because the Company may be obligated to issue a variable number of shares at a fixed price known at inception and there is no maximum number of shares that could potentially be issued upon conversion. In this instance, cash settlement would be presumed and the Series B Shares are classified as mezzanine equity in accordance with ASC 480-10-S99. Immediately upon effectiveness of the registration statement registering for resale of all the common stock issuable under the Series B Shares, all outstanding Series B Shares shall automatically convert into common stock. As of March 31, 2025 and December 31, 2024 the Company was authorized to issue 1,500,000 shares of Series B Preferred Stock.

- Definition

The entire disclosure for equity.

+ References

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+ Details

AIBOTICS, INC. 10-Q