RELATED PARTY TRANSACTIONS |
6 Months Ended |
|---|---|
Jun. 30, 2025 | |
| Related Party Transactions [Abstract] | |
| RELATED PARTY TRANSACTIONS | NOTE 8 – RELATED PARTY TRANSACTIONS
For the six months ending June 30, 2025 and the year ending 2024, the following related party transactions occurred between any of the Company’s directors or executive officers or any person nominated or chosen by the Company to become a director or executive officer:
Effective as of January 10, 2024, the board of directors of the Company (the “Board”) increased the size of the Board from two to three directors and appointed William R. Downs to the Board.
On January 10, 2024, Jeffrey J. Guzy resigned from serving as Chief Executive Officer, President and Chairman of the Board. Immediately upon Mr. Guzy’s resignation from these offices, the Board appointed Mr. Downs to positions of Chief Executive Officer, President and Chairman of the Board. Also on January 10, 2024, Wm. Barrett Wellman resigned as Chief Financial officer and Secretary of the Company. Effective immediately upon Mr. Wellman’s resignation, the Board appointed Mr. Guzy as the Company’s Chief Financial officer and Secretary.
On January 10, 2024, the Company issued common shares at $ per share to William R. Downs in connection with his appointment as the Company’s new Chief Executive Officer. The issuance of shares was recognized at the share price on the date of the employment agreement.
On January 26, 2024, the holders of the Company’s Series A convertible preferred stock converted all shares issued and outstanding into common shares at a conversion rate of one to ten. The conversion occurred at the rate specified in the initial issuance agreement and therefore no gain or loss was recognized on the conversion. In connection with the exercise of the conversion option, the Company issued and common shares to Jeffrey J. Guzy and Wm. Barrett Wellman, respectively.
On April 11, 2025, the Company issued shares of Common Stock at $ per share to Mr. Wellman in lieu of the accrued salary liability of $340,232 for services performed by Mr. Wellman in his previous role as Chief Financial Officer. The issuance of these shares did not involve any underwriters, underwriting discounts or commissions or any public offering and we believe is exempt from the registration requirements of the Securities Act by virtue of Section 4(2) thereof as a transaction not involving a public offering. |