STOCKHOLDERS’ DEFICIT |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Equity [Abstract] | |
| STOCKHOLDERS’ DEFICIT | NOTE 4 – STOCKHOLDERS’ DEFICIT
Common Stock
The Company is authorized to issue authorized shares of common stock with a par value of $ as of June 30, 2026, and 2025, respectively. The Company had and issued and outstanding shares of common stock as of June 30, 2026, and December 31, 2025, respectively. During the three and six months ended June 30, 2026, the Company issued and shares of common stock for at $ per share and for $ at $ per shares, respectively. The issuance of these shares were for past services to the Board of Directors that was accrued as of December 31, 2025.
Preferred Stock
The Company has authorized shares of “blank check” preferred stock.
As of June 30, 2026, the Company has designated shares of Series A Preferred ($ par value) and has issued shares of the Series A Preferred. On May 15, 2026, the Company issued seven additional shares of Series A Convertible Preferred Stock to CWR 1, LLC valued at $ per share pursuant to the Series A Preferred designation in satisfaction of a portion of the dividends due CWR and four additional shares of Series A convertible preferred stock to Reprise Management, Inc. valued at $ per share pursuant to the Series A Preferred designation in satisfaction of a portion of the dividends due Reprise.
On May 15, 2026, pursuant to the terms of the Series A Preferred Designation the Company issued dividends to CWR 1, LLC consisting of $35,000 of PIK dividends equal to an additional seven (7) shares of Series A Preferred and $213.00 in cash. Also on May 15, 2026, the Company issued dividends to Reprise Management, Inc. consisting of $20,000 of PIK dividends equal to an additional four (4) shares of Series A convertible preferred stock.
As of June 30, 2026 and December 31, 2025, the Series A Preferred is convertible into and shares of common stock, respectively.
2024 Equity Incentive Plan
On August 8, 2024, the Company’s stockholders, by written consent of the holders of a majority of the outstanding voting stock, approved the 2024 Equity and Incentive Compensation Plan (the “2024 Plan”). The 2024 Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards and other stock-based awards to employees, officers, directors, consultants and other service providers.
The Company initially reserved shares of common stock for issuance under the 2024 Plan, subject to adjustment for stock splits, stock dividends, recapitalizations and similar transactions. In addition, the number of shares authorized for issuance under the 2024 Plan is subject to an annual automatic increase on January 1 of each year equal to 10% of the Company’s outstanding common shares, unless the Board of Directors approves a lesser increase, or determines that no increase will be made. On July 1, 2026, the Board amended and restated the plan to reduce the annual automatic increase from 10% to 3%, effective January 1, 2027, see Subsequent events, Note 9. The Company has not issued any stock options under the Plan. As of June 30, 2026, the Company has shares available under the Plan for future issuances.
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