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

NOTE 5 – STOCKHOLDERS’ DEFICIT

 

The Company has authorized 25,000,000 preferred stock with a par value of $0.001 with no preferred shares outstanding at June 30, 2005 and December 31, 2024.

 

The Company has authorized 750,000,000 shares of par value $0.001 common stock, of which 26,989,950 and 20,439,950 shares are outstanding at June 30, 2025 and December 31, 2024, respectively.

 

Common Stock

 

On January 15, 2025, the Company initiated a Regulation D offering to sell up to 6,000,000 common shares at a price of $0.10 per share. Holders of the common shares will have voting rights. As of June 30, 2025, a total of 6,550,000 common shares were sold to accredited investors at a price of $0.10 per common share totaling $655,000.

 

In January 2024, the Company issued 2,000,000 common shares to two (2) affiliates for aggregate gross proceeds of $100,000.

 

In January 2024, the Company issued a total of 10,000,000 common shares valued at $500,000 (based on the estimated fair value of the stock on the date of grant) to two affiliates in settlement of a dispute.

 

 

Warrants

 

On January 15, 2025, the Company granted a total of 3,000,000 warrants to purchase 3,000,000 of the Company’s common stock, with 1,500,000 warrants granted to Mr. Patrick Adams, the Company’s Acting CEO and 1,500,000 warrants granted to Mr. Ulderico Conte, Director of Acquisitions for consulting services, valued at $171,239 (based on the Binomial valuation model on the date of grant). Each of the option grants are exercisable for a period of five years at $0.10 per share in whole or in part and each vest 500,000 at date of grant, 500,000 in one year from the grant date, and the remaining 500,000 on the 2nd anniversary from the grant date. During the three and six months ended June 30, 2025 and 2024, the Company recognized $14,270 and $86,845 under stock-based compensation – related parties in the condensed consolidated statements of operations.

 

On June 11, 2025, the Company granted a total of 1,500,000 warrants to purchase 1,500,000 of the Company’s common stock to third parties, valued at $99,476 (based on the Binomial valuation model on the date of grant). The option grants are exercisable for a period of five years at $0.10 per share in whole or in part and each vest 500,000 at date of grant, 500,000 in one year from the grant date, and the remaining 500,000 on the 2nd anniversary from the grant date. During the three and six months ended June 30, 2025 and 2024, the Company recognized $34,540 and $34,540 under warrants for services in the condensed consolidated statements of operations.

 

The following represents a summary of the warrants outstanding at June 30, 2025 and changes during the periods then ended:

 

 

   Warrants   Weighted Average
Exercise Price		   Weighted Average Contract Life
(in Years)		   Aggregate Intrinsic
Value *		 
Outstanding at January 1, 2024   1,590,000   $0.77    5.5   $2,000 
Granted   -    -    -    - 
Exercised   -    -    -    - 
Expired/Forfeited   -    -    -    - 
Outstanding at December 31, 2024   1,590,000   $0.77    4.5   $23,670 
Granted   4,500,000    0.10    4.7    2,620,800 
Exercised   -    -    -    - 
Expired/Forfeited   (30,000)   -    -    - 
Outstanding at June 30, 2025   6,060,000   $0.27    4.5   $2,813,720 
Exercisable at June 30, 2025   3,059,667   $0.44    4.4   $1,066,326 
Expected to be vested   6,060,000   $0.27    4.5   $2,813,720 

 

* Based on the fair value of the Company’s stock on June 30, 2025 and December 31, 2024, respectively

 

Options

 

The following represents a summary of the options outstanding at June 30, 2025 and changes during the periods then ended:

 

 

   Options   Weighted Average
Exercise Price		   Weighted Average Contract Life
(in Years)		   Aggregate
Intrinsic
Value *		 
Outstanding at January 1, 2024   120,000   $0.50    3.2   $- 
Granted   -    -    -    - 
Exercised   -    -    -    - 
Expired/Forfeited   -    -    -    - 
Outstanding at December 31, 2024   120,000   $0.50    2.2   $- 
Granted   -    -    -    - 
Exercised   -    -    -    - 
Expired/Forfeited   -    -    -    - 
Outstanding at June 30, 2025   120,000   $0.50    1.7   $- 
Exercisable at June 30, 2025   120,000   $0.50    1.7   $- 
Expected to be vested   120,000   $0.50    1.7   $- 

 

* Based on the fair value of the Company’s stock on June 30, 2025 and December 31, 2024, respectively