v3.26.1
STOCKHOLDERS EQUITY
 12 Months Ended
Dec. 31, 2025
STOCKHOLDERS EQUITY  
STOCKHOLDERS' EQUITY

NOTE 9 –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

 

During the year ended December 31,2024, the Company issued common stock as follows:

 

 

·

On March 11,2024, the Company’s board of directors approved and authorized the transfer agent to remove the restrictive legend on 5,000.000 shares of one stockholder based on legal opinion from attorney.

 

 

 

 

·

On March 27, 2024, the Company entered into a consulting agreement for corporate administration and governance purposes for a term of 12 months. The consulting fees agreed by issuance of 6,000,000 shares of restricted common stock to consultant. On April 3,2024, the Company issued 6,000,000 shares of restricted common stock, valued at $2,280,000 based on market value on agreement date.

 

During the year ended December 31,2025, the Company issued common stock as follows:

 

 

·

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.

 

 

 

 

·

1,434,790 shares of common stock for conversion convertible note of $55,000, valued at $124,194 based on market price on conversion date.

 

 

 

 

·

2,775,000 restricted shares of common stock for collateral / returnable of two convertible notes, to be held in book entry. The collateral shares must be returned to the Company by the lender, unless the note is not paid or converted on or prior to maturity.

 

As of December 31,2025, and 2024, the Company had 99,061,523 shares 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.

 

Stock payable

 

On June 8,2021, the Company entered into a subscription agreement with an investor for 6,667 shares of common stock at price of $1.50 per share in amount of $10,000 in cash.  As of December 31,2025, and 2024, the Company did not issue 6,667 shares of common stock.

 

On May 5,2023, the Company entered into a subscription agreement with an investor for 40,000 shares of common stock at price of $1.50 per share in amount of $60,000 in cash.  As of December 31, 2025, and 2024, the Company did not issue 40,000 shares of common stock.

 

Collateral Stock

 

During the year ended December 31,2025, the Company issued 2,775,000 restricted shares of common stock in connection with two convertible notes as collateral / returnable, to be held in book entry. The collateral shares must be returned to the Company by the lender, unless the note is not paid or converted on or prior to maturity. The Company valued 2,775,000 restricted shares of common stock at par value for amount of $2,775.

Warrants

 

During the year ended December 31,2025, 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 year ended December 31, 2025, as follows:

 

 

 

Warrants Outstanding

 

 

Weighted Average

 

 

 

 

 

 

Number of

 

 

Weighted

Average

 

 

Remaining

life

 

 

Fair value

 

 

 

Warrants

 

 

Exercise Price

 

 

(years)

 

 

on Grant Date

 

Outstanding, December 31, 2024

 

 

-

 

 

$-

 

 

 

-

 

 

 

 

Granted

 

 

13,116,256

 

 

 

3.828

 

 

 

2.25

 

 

 

35,419,867

 

Exercised

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

Forfeited/canceled

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

Outstanding, December 31, 2025

 

 

13,116,256

 

 

$3.828

 

 

 

1.65

 

 

$452,315

 

 

The intrinsic value of the warrants as of December 31, 2025, is $0.

 

For the year ended December 31, 2025, the estimated fair values of the liabilities measured on a recurring basis are as follows:

 

 

 

Year ended

 

 

 

December 31,

 

 

 

2025

 

Term

 

0.43 - 5.51 years

 

Expected average volatility

 

191% - 335%

 

Expected dividend yield

 

 

-

 

Risk-free interest rate

 

3.48% - 4.08%

 

 

Restricted stock awards

 

On May 9,2025, the Company entered into a consulting agreement with a retainer payment of 200,000 shares of restricted common stock, vesting in equal monthly payment of 16,666 shares of restricted common stock. During year ended December 31.2025, the Company recorded stock-based compensation expenses of $361,653 related to vested restricted stock awards of 116,662 shares of restricted common stock.