v3.25.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
6 Months Ended
Jun. 30, 2025
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

 

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Certain information and footnote disclosures normally included in the Company’s annual financial statements prepared in accordance with GAAP have been condensed or omitted. These condensed consolidated financial statement results are not necessarily indicative of results to be expected for the full fiscal year or any future period.

 

The accompanying unaudited condensed financial statements and related disclosures have been prepared with the presumption that users of the unaudited condensed financial statements have read or have access to the audited financial statements for the preceding fiscal year. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Form 10-K, which was filed with the United States Securities and Exchange Commission (“SEC”) on April 7, 2025, from which the Company derived the balance sheet data at December 31, 2024.

 

 

Certain information and footnote disclosures normally included in condensed financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations for interim reporting. The Company believes that the disclosures contained herein are adequate to make the information presented not misleading. These condensed financial statements should be read in conjunction with the Company’s Form 10-K filed with the Securities and Exchange Commission on April 7, 2025 for the years ended December 31, 2024 and 2023.

 

Equity Investments

Equity Investments

 

Investee companies that are not consolidated, but over which the Company exercises significant influence, are accounted for under the equity method of accounting. Whether or not the Company exercises significant influence with respect to an Investee depends on an evaluation of several factors, including, among others, representation on the investee company’s board of directors and ownership level, which is generally a 20% to 50% interest in the voting securities of the Investee company. Under the equity method of accounting, an investee company’s accounts are not reflected within the Company’s balance sheets or statements of operations; however, the Company’s share of the earnings or losses of the investee company is reflected in the caption “Equity in net income (loss) of investee company” in the statements of operations. The Company’s carrying value in an equity method investee company is reflected in the caption “Investment in Investee company” in the Company’s Balance Sheets.

 

The Company reviews equity investments for impairment on an annual basis, or earlier if events or changes in circumstances indicate that the carrying amounts might not be recoverable.

 

The Company holds a minority investment in an entity, NewStem, which is accounted for pursuant to the equity method of accounting. Additionally, until May 9, 2025 the Company was a 50% joint venture partner in NetCo which was accounted for pursuant to the equity method of accounting. See Note 3.

 

Reclassifications

Reclassifications

 

Accrued interest of $30,903 has been reclassified from accrued expenses on the balance sheet to be presented as part of the related notes payable balance as of June 30, 2025.

 

Derivative Financial Instruments

Derivative Financial Instruments

 

The Company had in place a financial instrument, in the form of a note payable, which included an identified embedded derivative in the form of a guarantee. The identified embedded derivative was bifurcated and accounted for separately. Such derivative financial instruments are measured at fair value at each financial statement reporting date. If the fair value of a financial liability (the derivative) exceeds the proceeds received for the issuance of a hybrid instrument in an arm’s length transaction with no rights or privileges that require separate accounting recognition as an asset identified, then the embedded derivative is recorded at fair value with the excess of fair value over proceeds recognized as a loss in earnings. During the six months ended June 30, 2024, the Company recognized a gain on derivative financial instruments of $25,000. Proceeds from the note payable are shown as cash from financing instruments and the gain on derivative instrument is included as an adjustment to reconcile loss to net cash used in operating activities in the statements of cash flows for the six months ended June 30, 2025 and 2024. The financial instrument was amended on May 16, 2025 to remove the guarantee and replace the guarantee with fixed interest of $36,000. This amendment terminated the embedded derivative and pursuant to ASC 470 for troubled debt restructuring with a related party, the Company recognized a gain on derivative financial instruments of $650,000 as an equity transaction during the six months ended June 30, 2025.

 

Basic and Diluted Net Income (Loss) Per Share

Basic and Diluted Net Income (Loss) Per Share

 

Basic net income (loss) per share is computed by dividing the net loss by the weighted average number of shares outstanding during the period, excluding treasury stock. Diluted net loss per share is computed by dividing the net loss by the weighted average number of shares outstanding plus the dilutive potential of common shares which would result from the exercise of stock options and warrants. The dilutive effects of stock options and warrants are excluded from the computation of diluted net income (loss) per share if the effect of doing so would be antidilutive.

 

The following data represents the amounts used in computing earnings per share and the effect on income (loss) and the weighted average number of shares of dilutive potential common stock (unaudited):

 

   2025   2024 
   Six Months Ended June 30, 
   2025   2024 
Net income (loss) attributable to common shareholders  $2,546,625   $(605,905)
           
Weighted average shares outstanding:          
-Basic   46,881,475    46,881,475 
           
Basic net income (loss) per share  $0.05   $(0.01)
           
Net income (loss) attributable to common shareholders

  $2,546,625   $(605,905)
Effect of dilutive securities:          
Convertible debt, interest   5,950    - 
Net income (loss) attributable to common shareholders, dilutive basis  $2,552,575   $(605,905)
           
Weighted average shares outstanding:          
-Basic   46,881,475    46,881,475 
Add: Convertible debt   881,508    - 
Add: Stock options   -    - 
-Diluted   

47,762,983

    46,881,475 
           
Diluted net income (loss) per share  $0.05   $(0.01)

 

 

Options and warrants excluded from the computation of earnings per share:

 

   2025   2024 
   Six Months Ended June 30, 
   2025   2024 
Warrants   -    3,000,000 
Stock options   

6,360,000

    5,760,000