v3.26.1
Stockholders' Equity, Unpaid Dividends and Warrants
12 Months Ended
Dec. 31, 2025
Stockholders' Equity, Unpaid Dividends and Warrants [Abstract]  
STOCKHOLDERS' EQUITY, UNPAID DIVIDENDS AND WARRANTS

NOTE 11. STOCKHOLDERS’ EQUITY, UNPAID DIVIDENDS AND WARRANTS

The Company’s capitalization on December 31, 2025, and 2024, was 190,000,000 authorized common shares with a par value of $0.001 per share and 10,000,000 authorized preferred shares with a par value of $0.001 per share.

The Company’s Class “A” Convertible Preferred Shares have an accrued dividend payable of $106,838 and converted to an equal number of common shares upon filing a registration statement with the Securities and Exchange Commission.

The Company’s Class “F” Preferred Shares were available exclusively to current shareholders as a set with an equivalent number of common shares. The preferred shares are non-voting and will share, as a class, in 4% of the future gross profit generated from the company's Fitboxr and Smack-Out product lines until the total dividends paid to this class of shares reach $159,352. As of December 31, 2025 and December 31, 2024, the company holds an undeclared dividend liability amounting to $157,771, which represents the remaining dividends payable to shareholders of Class “F” Preferred Shares. Once commitments for the unpaid dividends associated with the Class “F” preferred shares are fulfilled, these preferred shares will be retired.

As of December 31, 2025, the Company had cumulative dividends for Class “A” Convertible Preferred 10.5% shares in the amount of $106,838 and cumulative of dividends of Class “F” Preferred Shares 4% in the amount of $1,006.

These dividends must be paid prior to any dividends being declared or paid to common shareholders. Under US GAAP, undeclared dividends on cumulative preferred stock are not recognized as a liability on the balance sheet because they are not legally owed until declared.

Dividends

   Undeclared  Dividends  Undeclared   Dividends
   2025  2024
Class “A” Convertible Preferred Shares 10.5%, Voting $106,838  $99,750 
Class “F” Preferred Shares 4%, Non-voting $157,771  $157,771 

 

Warrants

There are outstanding 1,222,313 Warrants that entitle holders to receive, upon exercise, one common share per warrant for $2 per share, 390,680 Warrants that entitle holders to receive, upon exercise, one common share per warrant for $3 per share, and 1,125,612 Warrants that entitle holders to receive, upon exercise, one common share per warrant for $4 per share. All outstanding warrants expire on October 30, 2026.

The Board of Directors, without further approval of its stockholders, is authorized to fix the dividend rights and terms, conversion rights, voting rights, redemption rights, liquidation preferences and other rights and restrictions relating to any series. Issuances of shares of preferred stock, while providing flexibility in connection with possible financings, acquisitions and other corporate purposes, could, among other things, adversely affect the voting power of the holders of our Common Stock and other series of Preferred Stock then outstanding.