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CAPITAL STOCK
 6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
CAPITAL STOCK

NOTE 7 - CAPITAL STOCK

 

Preferred stock

 

The Company is authorized to issue 10,000,000 shares of preferred stock, $0.001 par value, with such designations, rights and preferences as may be determined from time to time by the Board of Directors, of which 10,000,000 shares are designated Series A Convertible Preferred.

 

On June 15, 2014, the Company designated rights and preferences to the Series A Convertible Preferred stock. Each share of Series A Convertible Preferred stock may be converted into one hundred (100) shares of common stock. Additionally, each share of Series A Preferred stock holds the same number of common stock share votes into which it is convertible, prior to being converted, for the purposes of voting on any company matter requiring a vote of shareholders.

 

On November 7, 2024, the Company agreed to purchased 8,957,000 shares of Series A Convertible Preferred stock, representing all of the issued and outstanding shares of Series A Convertible Preferred shares of the Company from, Tradition Reserve I LLC, a New York limited liability company, in exchange for $10. At June 30, 2026 and December 31, 2025, there were 0 shares of Series A Convertible Preferred issued and outstanding.

 

Common stock

 

The Company is authorized to issue 300,000,000 shares of Common stock, $0.001 par value, with such designations, rights and preferences as may be determined from time to time by the Board of Directors.

 

On May 18, 2026, the Company issued a total of 1,500,000 restricted shares of Common Stock of the Company, with a fair value of $106,800 in exchange for inventory. The fair value was based on the closing price of the Company’s common stock at the agreement date.

 

During the three months ended March 31, 2026, the Company sold 2,833,333 shares of common stock in exchange for cash proceeds of $450,000. A total of 2,500,000 of these shares of common stock were issued during the three months ended June 30, 2026. The Company has also not yet issued 300,000 shares of common stock related to a prior royalty agreement which are included in subscriptions payable on the Company’s consolidated balance sheet at a value of $15,000.

 

During the three months ended March 31 , 2026, the Company issued a total of 271,150 shares of common stock to officers, directors and consultants for services under the agreements discussed in Note 8. The Company recorded stock-based compensation of $44,891 under the agreements, based on the common stock prices ranging from $0.13 to $0.15 on the respective grant dates. During the three months ended June 30, 2026, the Company issued a total of 139,638 shares of common stock to officers, directors and consultants for services under the agreements discussed in Note 8. The Company recorded stock-based compensation of $40,365 under the agreements, based on the common stock price of $0.13 on the respective grant dates.

 

 

During the three months ended March 31, 2025, the Company sold 10,559,999 shares of common stock in exchange for cash proceeds of $1,584,000. A total of 333,333 shares of common stock were issued subsequent to June 30, 2025 related to $50,000 of cash proceeds, which are included in subscriptions payable on the Company’s consolidated balance sheet.

 

During the three months ended June 30, 2025, the Company sold 433,333 shares of common stock in exchange for cash proceeds of $65,000. The Company also issued 733,334 shares of common stock related to share sold for cash during the period ended March 31, 2025.

 

During the three months ended March 31, 2025, the Company issued a total of 692,858 shares of common stock to officers, directors and consultants for services under the agreements discussed in Note 8. The Company recorded stock-based compensation of $66,322 under the agreements, based on the common stock prices ranging from $0.12 to $0.30 on the respective grant dates.

 

During the three months ended June 30, 2025, the Company issued a total of 184,766 shares of common stock to officers, directors and consultants for services under the agreements discussed in Note 9. The Company recorded stock-based compensation of $39,774 under the agreements, based on the common stock prices ranging from $0.22 to $0.31 on the respective grant dates.

 

At June 30, 2026 and December 31, 2025, there were 239,849,681 and 234,105,560 shares issued and outstanding, respectively.

 

Warrants

 

The following table represents warrant activity during the six months ended June 30, 2026:

 

   Number of Options  

Weighted Average

Exercise Price

 
         
Outstanding at December 31, 2025   17,262,656   $1.50 
Granted   -    - 
Forfeited, cancelled   -    - 
Outstanding at June 30, 2026   17,262,656   $1.50 
Exercisable at June 30, 2026   17,262,656   $1.50 

 

The warrants had a weighted average remaining life of 2.15 years and no intrinsic value as of June 30, 2026.

 

Stock options

 

The following is a summary of activity of outstanding stock options during the six months ended June 30, 2026:

 

       Weighted 
       Average 
   Number   Exercise 
   of Options   Prices 
Balance, December 31, 2025   4,650,685   $0.36 
Granted   -    - 
Forfeited   -    - 
Balance, June 30, 2026   4,650,685   $0.36 
Exercisable, June 30, 2026   4,650,685   $0.36 

 

The options had a weighted average remaining life of 7.44 years and no intrinsic value as of June 30, 2026.

 

Stock Appreciation Rights

 

On July 15, 2025, the Company awarded a total of 2,180,000 Stock Appreciation Rights (‘SARs”) to the Company’s common stock to the employees under the 2025 Plan at an exercise price of $0.22 per share, vesting immediately, with a 10 year exercise period. The Company has the sole discretion to settle the SARs in shares or cash. The Company will issue shares when exercised based on the difference between the fair value on the exercise date and the exercise price of $0.22. The SARs are classified as equity instruments in accordance with ASC 718.

 

 

The following is a summary of activity of outstanding SARs during the six months ended June 30, 2026:

 

       Weighted Average 
   Number of SARs   Exercise Prices 
Balance, December 31, 2025   2,180,000   $0.22 
Granted   -    - 
Cancelled   (250,000)   0.22 
Balance, June 30, 2026   1,930,000   $0.22 
Exercisable, June 30, 2026   1,930,000   $0.22