v3.25.2
STOCKHOLDERS’ EQUITY
 6 Months Ended
Jun. 30, 2025
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

NOTE 10 –STOCKHOLDERS’ EQUITY

 

The Company is authorized to issue 110,000,000 shares of stock with a par value of $0.001 per share, 10,000,000 shares of which are Preferred Stock.

 

Preferred Stock

 

The Board of Directors has previously designated and adopted (i) Preferred Stock in 1,000,000 shares as Series A (were previously issued and converted into Common stock during the quarter ended June 30,2021), (ii) 1,000,000 as Series B. On October 31,2022, the Board of Directors designated Preferred Stock in 1,000,000 shares as Series C, all Series having par value of $0.001 per share.

 

Series B Preferred stock will be issued to secure debt or equity or any combination to be acquired by the Company. The holders of Series B Preferred stock shall be entitled to be paid out of the assets of the Company a value of $20 per share of Series B Preferred stock. As of the date of these financial Statements, the Agreement has not been closed and no shares of Series B Preferred stock issued.

 

Series C Preferred stock shall not be converted into shares of the Common stock. Except as may be required by the Nevada Business Corporation Act, the Series C Preferred stock shall not be entitled to receive cash, stock or other property as dividends.

 

Common Stock

 

The Company has authorized 100,000,000 shares of common stock with a par value of $0.001 per share.

 

During the six months ended June 30,2025, the Company issued the following common stock:

 

●183,366 shares of common stock to two noteholders in connection with security purchase agreements, valued at $623,877 based on market price on grant date.
●96,500 shares of common stock for compensation of services, valued at $177,401 based on market price on grant date.

 

As of June 30, 2025, and December 31, 2024, the Company had 94,851,733 and 94,572,767 shares of Common Stock outstanding, and no shares of Preferred Stock issued and outstanding (Series A, B and C). The Board of Directors may fix and determine the relative rights and preferences of the shares of any established series.

 

Warrants

 

During the six months ended June 30,2025, the Company entered following two warrants agreements:

 

●Common stock purchase warrant agreement dated May 7,23,2025 with one noteholder for 631,083 shares, with exercise price per share of common stock subject to adjustment, which would be equal to the closing price of the common stock on trading market on the initial date, for the period of five (5) years and six (6) months. The Company recognized warrant as a liability with its convertible note (See Note 7).
   
●On May 15,2025, the Company ‘s Board of Directors approved special dividend to shareholders in form of the warrant which shall enable all common shareholders to purchase One (1) common share at a four dollars ($4) per share for every ten (10) shares which are owned as of May 31,2025. On May 15,2025, the Company signed the warrant agreement with the terms mentioned and termination date of June 5,2026. The Company recognized the fair value of dividends in the form of warrant for $23,147,870.

 

 

A summary of activity of the warrants during the six months ended June 30, 2025, as follows:

 

   Warrants Outstanding   Weighted Average     
   Number of   Weighted Average   Remaining life     
   Warrants   Exercise Price   (years)   Fair Value 
Outstanding, December 31, 2024   -   $-    -    - 
Granted   13,116,256    3.828    2.25    35,419,867 
Exercised   -    -    -      
Forfeited/canceled   -    -    -      
Outstanding, June 30, 2025   13,116,256   $3.828    2.16   $28,194,538 

 

The intrinsic value of the warrants as of June 30, 2025, is $0.

 

For the six months ended June 30, 2025, the estimated fair values of the liabilities measured on a recurring basis are as follows:

 

    Six Months ended  
    June 30, 
    2025 
Term   1.00 - 5.51 years 
Expected average volatility   191% - 333%
Expected dividend yield   - 
Risk-free interest rate   3.79% - 4.08%