STOCKHOLDERS EQUITY (DEFICIT) |
3 Months Ended |
|---|---|
Mar. 31, 2025 | |
| STOCKHOLDERS EQUITY (DEFICIT) | |
| STOCKHOLDERS' EQITY /(DEFICIT) |
NOTE 14 - STOCKHOLDERS’ EQUITY/(DEFICIT)
Convertible Preferred stock
The Company is authorized to issue 600,000 shares of preferred stock with no par value. As of March 31, 2025 and December 31, 2024, the Company had 80,000 shares of Series A preferred stock and 160,000 shares of Series B preferred stock issued and outstanding.
As of March 31, 2025 and December 31, 2024, each share of Series A preferred stock is entitled to one thousand (1,000) votes and is convertible into one share of common stock. 30,000 shares of Series A Preferred Stock are owned by management. The Series A Preferred Stock is not entitled to dividends and there are no liquidation rights associated with Series A. Each share of Series A Preferred Stock may be converted, at the option of the holder, into one (1) fully paid and nonassessable share of Common Stock, par value $0.001.
As of March 31, 2025 and December 31, 2024, each share of Series B stock is entitled to two thousand (2,000) votes and is convertible into one share of common stock. 120,000 shares of Series B Preferred Stock are owned by management. The Series B Preferred Stock is not entitled to dividends and there are no liquidation rights associated with Series B. Each share of Series B Preferred Stock may be converted, at the option of the holder, into one (1) fully paid and nonassessable share of Common Stock, par value $0.001.
Common stock
Three months ended March 31, 2024
During the three months ended March 31, 2024, the Company issued an aggregate of 169,075 shares of its common stock for services rendered valued at $149,625 based on the underlying market value of the common stock at the date of grant, among which 70,584 shares valued at $60,000 were issued to the board of directors for board compensation.
During the three months ended March 31, 2024, the Company issued an aggregate of 30,000 shares as consideration to the holders of promissory notes entering into the amended agreements to the promissory notes (see Note 10). The 30,000 shares of common stock were valued at an aggregate value of $28,350. The Company also issued 24,000 shares as additional consideration for the issuance of one promissory note (see Note 10). The 24,000 shares of common stock were valued at a value of $11,867.
Three months ended March 31, 2025
During the three months ended March 31, 2025, the Company issued an aggregate of 300,180 shares of its common stock for services rendered valued at $116,158 based on the underlying market value of the common stock at the date of grant among which 63,140 shares valued at $26,538 were issued to the board of directors for board compensation. No gain or loss was recognized.
During the three months ended March 31, 2025, the Company issued an aggregate of 104,500 shares as consideration to the holders of promissory notes entering into the amended agreements to the promissory notes (see Note 10). The 104,500 shares of common stock were valued at an aggregate value of $36,800.
During the three months ended March 31, 2025, the Company issued 1,770,452 shares of its common stock at $0.41 per share in connection with conversion of the promissory note then outstanding of $725,000. As the fair value of the shares issued equaled the carrying amount of the note, no gain or loss was recognized. During the three months ended March 31, 2025, the Company also issued 585,394 shares of its common stock at $0.34 per share in connection with conversion of the promissory note then outstanding of $200,000. As the fair value of the shares issued equaled the carrying amount of the note, no gain or loss was recognized. During the three months ended March 31, 2025, the Company also issued 103,627 shares of its common stock at $0.39 per share in connection with conversion of accounts payable of $40,000. As the fair value of the shares issued equaled the carrying amount of the note, no gain or loss was recognized.. During the three months ended March 31, 2025, one holder of the warrants elected to exercise their warrants on a cashless basis. An aggregate of 234,482 shares of common stock were issued to the holder.
During the three months ended March 31, 2025, as part of the consideration paid to the Seller for the purchase of the assets, the Company issued 500,000 shares of the Company’s common stock at $0.31 per share.
As of March 31, 2025 and December 31, 2024, the Company had 16,897,984 shares and 13,299,349 shares of common stock issued and outstanding, respectively. |