SHAREHOLDERS’ EQUITY | NOTE 3 – SHAREHOLDERS’ EQUITY Preferred Stock The Company is authorized to issue 1,000,000 0.0001 1,000,000 1,000,000 Series A Preferred stock The Certificate of Designations, Preferences, Rights, and Limitations of Series A Preferred Stock (“Certificate of Designations”) provides that the Series A Preferred Stock shall be entitled to vote with the shares of the Company’s common stock at any annual or special meetings of the stockholders of the Company. Together, collectively in their entirety, all holders of Series A preferred stock shall have voting rights equal to exactly 65% of all voting rights available at the time of any vote, including Series A preferred stock. The holders of Series A Preferred Stock, through the ownership of Series A Preferred Stock, have the power to act on behalf of the Company, to call a special meeting of the shareholders, to remove and/or replace the Board of Directors or management or any individual members thereof in the event that one or more of the foregoing has done, or failed to do, anything which in his sole judgment, will materially and adversely impact the business of the Company in any manner whatsoever, including but not limited to, any violations of state or federal securities laws, or any action which could cause bankruptcy, dissolution, or other termination of the Company. In no event will the ombudsman have the right or power to participate in the normal and any usual daily operations of the Company. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a “Liquidation”), the holders shall be entitled to receive out of the assets of the Company whether such asset or capital are surplus, for each of Preferred Stock an amount equal to the Holder’s pro rata share of the assets and funds of the Company to be distributed. The Series A Preferred shall have no conversion rights and no dividend shall be declared or paid to the Series A Preferred Stock. In 2021, the Company issued 1,000,000 Common Stock Sale of Common Stock On March 13, 2024, the Company entered into a private placement subscription agreement (the “Subscription Agreement”) with an investor (the “Investor”). In connection with the Subscription Agreement, the Company issued 95,000 76,000 0.80 Sale of Common Stock yet to be Issued On June 26, 2024, the Company entered into a private placement subscription agreement (the “Subscription Agreement”) with an investor (the “Investor”). In connection with the Subscription Agreement, the Company will issue 33,250 26,600 0.80 26,600 Issuance of Common Stock for Services On April 28, 2021, the Company entered into a two-year brand ambassador agreement with an entity for marketing and promotional services, including the designing and implementation of certain promotional campaigns to be rendered by the entity and a certain individual sports celebrity. In connection with this brand ambassador agreement, the Company issued 2,000,000 2,000,000 1.00 0 250,000 0 0 On July 29, 2021, the Company issued 37,500 112,500 3.00 0 12,500 0 0 On April 20, 2022, the Company issued 16,667 16,667 1.00 0 4,167 0 0 On January 4, 2024, the Company amended its agreement with Rafael Scotoni (the “Consultant”) dated April 1, 2022, whereby the Consultant agreed to serve as the non-exclusive Head of Business of the Company. The Consultant shall provide advice, consultation, referrals, information, and services to the Company as requested regarding business development. These services encompassed researching, introducing, and negotiating with new manufacturers for hanging air fresheners, as well as developing a comprehensive master distributor business plan tailored for Austria and Switzerland. The amended agreement extended the term to March 31, 2026. The Consultant shall be compensated with common stock based on attainment of milestones. At each quarter end, the Company’s management shall assess the result of Consultant’s efforts based on the number of strategic partners and customers brought to the Company by Consultant. The Company shall award the aggregate sum of two hundred and fifty thousand (250,000) shares of common stock of the Company to the Consultant over the term of the amended agreement. In connection with this agreement, the Company issued 40,000 40,000 1.00 40,000 On June 12, 2024, the Company entered to an agreement with Stefan Lumpp (the “Consultant”), whereby the Consultant agreed to serve as the non-exclusive Head of Business Development of the Company. The Consultant shall provide advice, consultation, referrals, information, and services to the Company as requested regarding product sales development including, introduction to potential strategic partners, conducting assessment and creation of alliances and customers. The term of the agreement shall end on May 30, 2026. The Consultant shall be compensated with common stock based on attainment of milestones. At each quarter end, the Company’s management shall assess the result of Consultant’s efforts based on the number of strategic partners and customers brought to the Company by Consultant. The Company shall award the aggregate sum of 10,000 shares of common stock of the Company to the Consultant when the Company is satisfied that such efforts have a possible/projected benchmark valuation of $10,000. In connection with this agreement, the Company will issue 10,000 10,000 1.00 10,000 10,000 10,000 |