Note 5 – Shareholders’ Equity

Preferred Stock

The Company is authorized to issue 25,000,000 shares of preferred stock, par value $0.001 per share.

Series A Preferred

Starting on September 21, 2022, the Company entered into securities purchase agreements with four accredited investors, pursuant to which the Company sold 16,446 Shares of its Series A Preferred Convertible Voting Stock (the “Series A Preferred”) at a per share price of $45.00 per preferred share and received gross proceeds of $740,000.

On September 21, 2022, the Company filed a Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of Series A Preferred Convertible Voting Stock with the Secretary of State of the State of Nevada designating 1,000,000 shares of its preferred stock as Series A Preferred. On September 26, 2022, the Company submitted an Amended and Restated Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of Series A Preferred Convertible Voting Stock with the Secretary of State of Nevada (as amended and restated, the “Series A Certificate of Designation”).

Pursuant to the Series A Certificate of Designations, each holder of the Series A Preferred has the right, at any time and from time to time, at the shareholder’s option to convert any or all of such holder’s shares of Series A Preferred into the number of shares of common stock. Each share of Series A Preferred is initially convertible into 15 shares of common stock at a reference rate of $3.00 per share of common stock, subject to adjustments set forth in the Series A Certificate of Designations.

The holders of Series A Preferred are entitled to receive dividends, in cash or in-kind at the Company’s election, in an amount equal to $0.875 per share per quarter. If paid in kind, the dividend shall be in shares of Series A Preferred (the “Dividend Shares”) valued at the $45.00 per share of Series A Preferred (the “Purchase Price”) unless the closing price of the Common Stock on the Trading Day prior to the issuance of the dividend is below the Reference Rate, in which case the Dividend Shares shall be valued at the Purchase Price adjusted pursuant to the formula set forth in Section 3 of the Series A Certificate of Designations.

On March 15, 2025, the Company issued 2,982 Dividend Shares.

As March 31, 2025, and December 31, 2024, the Company had 156,393 and 153,411 shares of Series A Preferred issued and outstanding, respectively.

Series B Preferred

On March 5, 2024, the Company filed a Certificate of Designation (the “Series B Certificate of Designation”) with the Secretary of State of Nevada designating 40,000 shares of preferred stock as Series B Preferred (“Series B Preferred”).

From March 14 to March 28, 2024, the Company entered into securities purchase agreements with accredited investors, pursuant to which the Company issued 3,800 shares of Series B Preferred for cash proceeds of $190,000.

Pursuant to the Series B Certificate of Designations, each holder of the Series B Preferred has the right, at any time and from time to time, at the shareholder’s option to convert any or all of such holder’s shares of Series B Preferred into the number of shares of Common Stock. Each share of Series B Preferred is initially convertible into 10 shares of common stock at a reference rate of $5.00 per share of Common Stock, subject to adjustments to set forth in the Series B Certificate of Designations.

Upon the Company’s up-listing to the Nasdaq Capital Market, the Series B Preferred became convertible at $4.00 per share and the downside price protections were eliminated. On March 29, 2025, certain call protection provisions in the Series B Preferred went into effect, providing that if the common stock trades at a 100% premium to the conversion price of the Series B Preferred for 10 days or more, the Company can force the conversion of the Series B Preferred into shares of common stock. The Company has agreed to pay the costs of Rule 144 legal opinions for the holders of the Series B Preferred.

The holders of Series B Preferred are entitled to receive dividends, in cash or in-kind at the Company’s election, in an amount equal to $1.25 per share per quarter. If paid in kind, the number of shares of common stock issued for the dividend shall be equal to the quotient of the dividend payable divided by the volume weighted average price on the dividend date.

On February 25, 2025, a holder converted 400 shares of Series B Preferred into 5,000 shares of common stock.

On March 15, 2025, the Company issued 5,293 shares of common stock with a value of $19,620 as a dividend for the Series B Preferred.

As of March 31, 2025 and December 31, 2024, the Company had 15,700 and 16,100 shares of Series B Preferred issued and outstanding, respectively.

Common Stock

The Company is authorized to issue 250,000,000 shares of common stock, par value $0.001 per share.

During the three months ended March 31, 2025, the Company issued 68,881 shares of common stock with a fair market value of $421,109 for services rendered and to be rendered to the Company.

During the three months ended March 31, 2025, the Company issued 5,000 shares of common stock upon the conversion of 400 shares of Series B Preferred.

During the three months ended March 31, 2025, the Company issued 5,293 shares of common stock with a value of $19,620 as a dividend for the Series B Preferred.

As of March 31, 2025, and December 31, 2024, the Company had 9,479,709 and 9,400,535 shares of common stock issued and outstanding, respectively.

Treasury Stock

On March 7, 2025, the Board of Directors approved a share repurchase program authorizing the Company to purchase up to an aggregate of $1 million of the Company’s common stock. The share repurchase program is in accordance with Rule 10b-18 of the Exchange Act. Subject to applicable rules and regulations, the shares may be purchased from time to time in the open market or in privately negotiated transactions. Such purchases will be at times and in amounts as the Company deems appropriate, based on factors such as market conditions, legal requirements and other business considerations.

During the three months ended March 31, 2025, the Company repurchased 79,377 shares of common stock for approximately $298,207 under its share repurchase program.

As of March 31, 2025, and December 31, 2024, the Company had $298,207 and $0 in Treasury Stock, respectively.