| STOCKHOLDERS’ EQUITY |
NOTE
13 – STOCKHOLDERS’ EQUITY
Common
Stock
As
of December 31, 2024 and 2023, the Company had 300,000,000 authorized shares of common stock par value $0.0001 per share and had 8,594,681
shares and 3,992,234 shares issued and outstanding, respectively.
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Common
Stock Issued for Services – In December 2024, the Company issued approximately 300,000 shares of common stock for services
provided to the Company. These shares were valued at fair value at the time of issuance and recorded stock compensation expense of
$85,000, for the year ended December 31, 2024. |
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Common
Stock Issuable for Services – In December 2024, the Company had common stock issuable of 133,332 shares of common stock
for services provided to the Company. These shares were valued at fair value at the time of issuance and recorded stock compensation
expense of $83,555 for the year ended December 31, 2024. |
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Vendor
Debt Conversion to Common Stock – In December 2024, the Company had vendor payable in the amount of $788,801
that was converted to common stock and issued 788,883
shares of common stock. As a result of the conversion, the Company recorded as gain of $157,775
which was recorded as a gain in debt settlement in other income in the statements of operations and off-set against additional paid-in
capital netting to $631,106. |
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Salaries
Conversion to Common Stock – In December 2024, the Company had accrued compensation in the amount of $3,202,464 that was
converted to common stock and issued 3,202,464 shares of common stock. |
Preferred
Stock
As
of December 31, 2024 and 2023, the Company has authorized 30,000,000 shares of preferred stock, 500,000 shares of which were designated
as Class A Convertible Preferred Stock (“Class A Preferred Stock”).
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Class
A Convertible Stock – As of December 31, 2024 and 2023, there were a total of 500,000 shares of Class A Preferred Stock
issued and outstanding. The Class A Preferred Stock, when voting as a single class, has the votes of at least 60% of the voting power
of the Company. Further, the holder of the Class A Preferred Stock can convert one share of Class A Preferred Stock into two shares
of the Company’s common stock, subject to adjustment. In addition, the holder of the Class A Preferred Stock is entitled to
a liquidation preference of the Company senior to all other securities of the Company. |
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Class
B Convertible Stock – On October 23, 2023, pursuant to certain Conversion Agreements, the Company issued an aggregate
of 10,349,097 shares of Class B Preferred Stock and extinguished $9,675,000 of convertible debt including accumulated interest as
of October 23, 2023 in the amount of $674,097. The holders of the Class B Preferred Stock are entitled to a liquidation preference
senior to common stock and junior to the Class A Preferred Stock at a liquidation price of $3.00 per share of Class B Preferred Stock.
The Class B Preferred Stock also has conversion rights, whereby each share of Class B Preferred Stock is convertible into two shares
of Common Stock at the discretion of the holder, subject to beneficial ownership limitations. The holders of the Class B Preferred
Stock have no voting rights, unless otherwise provided for in its Certificate of Designation or by law. |
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Class
B Convertible Stock – On September 9, 2024, pursuant to the conversion agreement, the convertible B shareholders converted
9,286,385 shares of Class B Preferred Stock in exchange for 311,100 common stock. The conversion amount of Class B Preferred
Stock was $15,230,601 at the date of conversion. |
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