STOCKHOLDERS’ EQUITY |
12 Months Ended |
|---|---|
Dec. 31, 2025 | |
| Equity [Abstract] | |
| STOCKHOLDERS’ EQUITY | NOTE 8 – STOCKHOLDERS’ EQUITY
The Company’s authorized capital consists of shares of common stock with a par value of $ per share, of which are issued and outstanding as of December 31, 2024.
The Company has issued unregistered securities under exemptions from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
2024 Recent Sales of Unregistered Securities
The Company entered into a financial advisory and investment banking agreement (the “Maxim Agreement”) with Maxim Group LLC (“Maxim”), a FINRA-member broker-dealer, pursuant to which Maxim serves as the Company’s financial advisor and investment banker in connection with, among other things, the Company’s planned listing on the Nasdaq Capital Market and related capital markets activities. In July 2024, the Company issued shares (post-reverse) to Maxim valued at $2,257,000. The shares carry unlimited piggyback registration rights and the same rights afforded to other holders of the Company’s Common Stock. Prior to the time at which Maxim may sell such shares under Rule 144, the shares are subject to restrictions on resale. Under the Maxim Agreement, the Company is further obligated to issue shares post-reverse-split of Common Stock to Maxim upon the Company’s listing on a national securities exchange.
In July 2024, the Company issued shares to a consultant valued at $301,000.
In July 2024, the Company issued shares to directors valued at $273,000.
In July 2024, the Company issued shares to its CEO valued at $2,730,000.
In October 2024, the Company issued shares to settle accounts payable valued at $156,000.
In October 2024, the Company issued shares to settle certain convertible notes valued at $315,104.
NOTE 8 – STOCKHOLDERS’ EQUITY (continued)
2023 Recent Sales of Unregistered Securities
In November 2023, the Company issued shares for services at the rate of $ per share, based on the closing market price on November 16, 2023, to officers in lieu of services. David Boulette received shares for employee services rendered to the Company.
In November 2023, the Company issued shares for services at the rate of $ per share, based on the closing market price on November 16, 2023, to directors in lieu of their services; Daryl Walser received shares for services rendered to the Company as its Director; and Phil Aspin received shares for services rendered to the Company as its Director.
In December 2023, the Company issued units for net proceeds of $10,000. The unit consists of one common and one Warrant with an exercise price of $8.00 and a term of one year.
2022 Recent Sales of Unregistered Securities
In February 2022, the Company issued units for net proceeds of $280,000. The unit consists of one common and one Warrant with an exercise price of $8.00 and a term of one year.
In June 2022, the Company issued units for net proceeds of $160,000. The unit consists of one common and one Warrant with an exercise price of $8.00 and a term of one year.
In July 2022, the Company issued units for net proceeds of $90,000. The unit consists of one common and one Warrant with an exercise price of $8.00 and a term of one year.
In July 2022, the Company issued shares to consultants for services valued at $68,400.
In July 2022, the Company issued shares to acquire AdFlare, valued at $1,500,000.
In August 2022, the Company issued units for net proceeds of $78,800. The unit consists of one common and one Warrant with an exercise price of $8.00 and a term of one year.
In August 2022, the Company issued shares to consultants for services valued at $6,672.
2021 Recent Sales of Unregistered Securities
In September 2021, the Company settled all outstanding debt with former CEO Terry Fields. The Company issued shares valued at $1,066,668.
On September 3, 2021, the Company issued shares to a consultant valued at $29,990.
From October to November 2021, the Company issued shares to a consultant for services valued at $6,250,000.
On September 28, 2021 (the ‘Acquisition Date’), the Company merged into EvaMedia Corp. (‘EvaMedia) by issuing ( pre-split) of its common stock.
On November 30, 2021, the Company issued shares valued at $34,000.
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