CAPITAL STOCK	9 Months Ended
Sep. 30, 2024
Equity [Abstract]
CAPITAL STOCK	NOTE 3 – CAPITAL STOCK The Company has authorized 100,000,000 shares of common stock, $0.0001 par value per share. The Company had 22,553,849 and 16,610,756 shares of common stock issued and outstanding as of September 30, 2024 and December 31, 2023, respectively. *2024 Common Stock Issuances for Services* During the nine months ended September 30, 2024 the Company issued 2,594,444 shares for services. These shares were valued at $425,139. Additionally, the Company issued 866,302 shares for financing costs valued at $83,165. Additionally, the Company issued 2,482,347 shares to retire $192,636 in related party debt and accrued interest. *2023 Common Stock Issuances for Services* During the year ended December 31, 2023, the Company issued 975,000 shares for services valued at $164,450, or $0.17 per share. The share price was determined based on the trading price of the Company’s common stock on the date of issuance. *2022 Common Stock Issuances for Services* During the three months ended March 31, 2022, the Company issued 15,000 shares of its common stock for services, which were valued at $4,515. All issuances made by the Company are valued based upon the closing trading price of the Company’s common stock on the date when the board of directors authorizes and approves the issuance of such shares. During the three months ended September 30, 2022, the Company issued an aggregate of (a) 250,000 shares of common stock to the members of the Company’s board of directors, valued at $0.18 per share, and (b) 350,000 shares of common stock to the members of its board of directors in lieu of cash payments, valued at $0.21 per share. The Company also issued 20,000 shares of common stock to a service provider, valued at $0.106 per share. During the three months ended September 30, 2022, the Company issued an aggregate of 427,500 shares of common stock to consultants and to an investor relations firm, valued at an average of approximately $0.20 per share. During the three months ended December 31, 2022, the Company issued 100,000 shares of common stock to a member of the Company’s board of directors valued at $0.151 per share. *Preferred Stock* The Company has 20,000,000 shares of $.0001 par value preferred stock authorized. On February 24, 2020, the Company filed a Certificate of Designation for a class of preferred stock designated Class A Super Voting Preferred Stock (“A Stock”). There are 1,000,000 shares of A Stock designated. Each share of such stock shall vote with the common stock and have 100,000 votes. The A Stock has no conversion, dividend, or liquidation rights. Accordingly, the holders of A Stock will, by reason of their voting power, be able to control the affairs of the Company. The Company has issued 1,000 shares of A Stock to Paul Adler, the Company’s Chief Executive Officer, and majority shareholder giving him effective voting control over the Company’s affairs for the foreseeable future. As a result of the issuance of the A Stock with super-voting rights giving him an aggregate of 100,000,000 votes, combined with the shares of common stock he holds, Mr. Adler has effective voting control of approximately 97% of the Company. *Warrants* On November 14, 2022 (the “Execution Date”), the “Company, entered into an engagement agreement (“Engagement Agreement”) with Spencer Clarke, LLC (“Spencer Clarke”), pursuant to which the Company engaged Spencer Clarke to serve as its exclusive investment banking firm (the “Services”). In consideration for Spencer Clarke providing the Services, (a) upon execution of the Engagement Agreement, the Company issued Spencer Clarke warrants to purchase 310,715 shares of the Company’s common stock, par value $0.0001 per share, and (b) upon the closing of a financing of over $1,000,000 in value, which has not occurred as of the date of this Quarterly Report, the Company will issue to Spencer Clarke additional warrants to purchase shares of the Company’s common stock representing 3% of the Company’s total issued and outstanding shares of common stock as of the Execution Date. The 310,715 warrants outstanding as of March 31, 2024 are exercisable for a term of five years from the date of issuance and have an exercise price of $0.001 per share, subject to adjustment. As of March 31, 2024, these warrants had an intrinsic value of approximately $29,500. On March 22, 2024, the Company and Spencer Clarke executed an addendum to the Engagement Agreement (the “Addendum”), pursuant to which the term of the Engagement Agreement was further extended to June 21, 2024, as such term may be further extended pursuant to the terms and conditions of the Engagement Agreement. In addition, in connection with the closing of the Cove Loan described above, the Company (a) paid Spencer Clarke a cash fee of $25,000 (for up to $300,000 raised in the financing), and (b) issued Spencer Clarke a Common Stock Purchase Warrant (the “Warrant”) to purchase 814,285 shares of the Company’s Common Stock (for up to $300,000 raised in the financing) (the “Warrant Shares”). The Warrant is exercisable for a term of five years from the date of issuance. The Warrant has an exercise price of $0.07 per share, subject to adjustment. The Warrant may be exercised for cash, or on a cashless basis. Spencer Clarke may not exercise the Warrant with respect to any number of shares that would cause it to beneficially own in excess of 9.99% of the Company’s number of issued and outstanding shares of Common Stock, waivable upon 61 days’ prior notice to the Company. The exercise price of the Warrant is subject to adjustment for subdivision or consolidation of the Company’s shares, or other dilutive issuances. Spencer Clarke has piggyback registration rights with respect to the Warrant Shares. As of September 30, 2024 these warrants had no intrinsic value

CAPITAL STOCK

9 Months Ended

Sep. 30, 2024

NOTE 3 – CAPITAL STOCK

The Company has authorized 100,000,000 shares of common stock, $0.0001 par value per share. The Company had 22,553,849 and 16,610,756 shares of common stock issued and outstanding as of September 30, 2024 and December 31, 2023, respectively.

2024 Common Stock Issuances for Services

During the nine months ended September 30, 2024 the Company issued 2,594,444 shares for services. These shares were valued at $425,139. Additionally, the Company issued 866,302 shares for financing costs valued at $83,165.

Additionally, the Company issued 2,482,347 shares to retire $192,636 in related party debt and accrued interest.

2023 Common Stock Issuances for Services

During the year ended December 31, 2023, the Company issued 975,000 shares for services valued at $164,450, or $0.17 per share. The share price was determined based on the trading price of the Company’s common stock on the date of issuance.

2022 Common Stock Issuances for Services

During the three months ended March 31, 2022, the Company issued 15,000 shares of its common stock for services, which were valued at $4,515. All issuances made by the Company are valued based upon the closing trading price of the Company’s common stock on the date when the board of directors authorizes and approves the issuance of such shares.

During the three months ended September 30, 2022, the Company issued an aggregate of (a) 250,000 shares of common stock to the members of the Company’s board of directors, valued at $0.18 per share, and (b) 350,000 shares of common stock to the members of its board of directors in lieu of cash payments, valued at $0.21 per share. The Company also issued 20,000 shares of common stock to a service provider, valued at $0.106 per share.

During the three months ended September 30, 2022, the Company issued an aggregate of 427,500 shares of common stock to consultants and to an investor relations firm, valued at an average of approximately $0.20 per share.

During the three months ended December 31, 2022, the Company issued 100,000 shares of common stock to a member of the Company’s board of directors valued at $0.151 per share.

Preferred Stock

The Company has 20,000,000 shares of $.0001 par value preferred stock authorized. On February 24, 2020, the Company filed a Certificate of Designation for a class of preferred stock designated Class A Super Voting Preferred Stock (“A Stock”). There are 1,000,000 shares of A Stock designated. Each share of such stock shall vote with the common stock and have 100,000 votes. The A Stock has no conversion, dividend, or liquidation rights. Accordingly, the holders of A Stock will, by reason of their voting power, be able to control the affairs of the Company. The Company has issued 1,000 shares of A Stock to Paul Adler, the Company’s Chief Executive Officer, and majority shareholder giving him effective voting control over the Company’s affairs for the foreseeable future.

As a result of the issuance of the A Stock with super-voting rights giving him an aggregate of 100,000,000 votes, combined with the shares of common stock he holds, Mr. Adler has effective voting control of approximately 97% of the Company.

Warrants

On November 14, 2022 (the “Execution Date”), the “Company, entered into an engagement agreement (“Engagement Agreement”) with Spencer Clarke, LLC (“Spencer Clarke”), pursuant to which the Company engaged Spencer Clarke to serve as its exclusive investment banking firm (the “Services”).

In consideration for Spencer Clarke providing the Services, (a) upon execution of the Engagement Agreement, the Company issued Spencer Clarke warrants to purchase 310,715 shares of the Company’s common stock, par value $0.0001 per share, and (b) upon the closing of a financing of over $1,000,000 in value, which has not occurred as of the date of this Quarterly Report, the Company will issue to Spencer Clarke additional warrants to purchase shares of the Company’s common stock representing 3% of the Company’s total issued and outstanding shares of common stock as of the Execution Date.

The 310,715 warrants outstanding as of March 31, 2024 are exercisable for a term of five years from the date of issuance and have an exercise price of $0.001 per share, subject to adjustment. As of March 31, 2024, these warrants had an intrinsic value of approximately $29,500.

On March 22, 2024, the Company and Spencer Clarke executed an addendum to the Engagement Agreement (the “Addendum”), pursuant to which the term of the Engagement Agreement was further extended to June 21, 2024, as such term may be further extended pursuant to the terms and conditions of the Engagement Agreement.

In addition, in connection with the closing of the Cove Loan described above, the Company (a) paid Spencer Clarke a cash fee of $25,000 (for up to $300,000 raised in the financing), and (b) issued Spencer Clarke a Common Stock Purchase Warrant (the “Warrant”) to purchase 814,285 shares of the Company’s Common Stock (for up to $300,000 raised in the financing) (the “Warrant Shares”).

The Warrant is exercisable for a term of five years from the date of issuance. The Warrant has an exercise price of $0.07 per share, subject to adjustment. The Warrant may be exercised for cash, or on a cashless basis. Spencer Clarke may not exercise the Warrant with respect to any number of shares that would cause it to beneficially own in excess of 9.99% of the Company’s number of issued and outstanding shares of Common Stock, waivable upon 61 days’ prior notice to the Company. The exercise price of the Warrant is subject to adjustment for subdivision or consolidation of the Company’s shares, or other dilutive issuances. Spencer Clarke has piggyback registration rights with respect to the Warrant Shares.

As of September 30, 2024 these warrants had no intrinsic value

- Definition

The entire disclosure for equity.

+ References

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+ Details

NetBrands Corp. 10-Q