NOTE 4 – STOCKHOLDERS’ EQUITY

Issued and Authorized

As of June 30, 2025, the Company had 3,238,511 shares of its common stock and 1 share of its preferred stock issued and outstanding. As of December 31, 2024, the Company had 2,778,061 shares of its common stock and 1 share of its preferred stock issued and outstanding. As of June 30, 2025, the Company had 190,000,000 (190,000,000 on December 31, 2024) common shares and 10,000,000 (10,000,000 on December 31, 2024) preferred shares authorized.

Common Stock

During the six-month period ended June 30, 2025, the Company issued 552,540 shares of common stock, as follows:

Six months ended June 30, 2025

SCHEDULE OF COMPANY ISSUED COMMON STOCK

Preferred A Stock

In 2016, the Company issued to Marc Fogassa, its Founder, Chief Executive Officer, and Chairman, one share of a Series A Convertible Preferred Stock (“Preferred A Stock”). The Certificate of Designations, Preferences and Rights of Preferred A Stock provides that for so long as it is issued and outstanding, its holders shall vote together as a single class with the holders of the Company’s common stock, with the holders of Preferred A Stock being entitled to 51% of the total votes on all such matters regardless of the actual number of shares of Preferred A Stock then outstanding, and the holders of common stock are entitled to their proportional share of the remaining 49% of the total votes based on their respective voting power.

Stock Options

During the six-month period ended June 30, 2025, the Company did not issue options to acquire shares of its common stock and no options have been exercised or have expired.

Stock Warrants

During the six-month period ended June 30, 2025 the company did not issue any warrants.

Restricted Stock Units

During the six-month period ended June 30, 2025, the Company granted RSUs to certain executives of the Company. Each RSU is redeemable for one share of the Company’s common stock immediately upon vesting. The RSUs granted with immediate-vesting, time-vesting and performance-vesting conditions were as follows:

These RSUs granted with immediate-vesting and time-vesting conditions were issued with a total grant date fair value of $1,283,113, measured using the Company’s volume weighted average price trailing to the date the RSU was granted.

NOTE 4 – STOCKHOLDERS’ EQUITY

Issued and Authorized

As of December 31, 2024, the Company had 2,778,061 shares of its common stock and 1 share of its preferred stock issued and outstanding. As of December 31, 2023, the Company had 806,209 shares of its common stock and 1 share of its preferred stock issued and outstanding. As of December 31, 2024, the Company had 190,000,000 (40,000,000 on December 31, 2023) common shares and 10,000,000 (6,148,212 on December 31, 2023) preferred shares authorized.

Common Stock

During the year ended December 31, 2024, the Company issued 1,971,853 shares of common stock, as follows:

SCHEDULE OF COMPANY ISSUED COMMON STOCK

During the year ended December 31, 2023, the Company issued and sold 82,718 shares of common stock for cash proceeds of $612,300.

During the year ended December 31, 2022, the Company issued and sold 185,363 shares of common stock for cash proceeds of $489,875.

Preferred A Stock

In 2016, the Company issued to Marc Fogassa, its Founder, Chief Executive Officer, and Chairman, one share of a Series A Convertible Preferred Stock (“Preferred A Stock”). The Certificate of Designations, Preferences and Rights of Preferred A Stock provides that for so long as it is issued and outstanding, its holders shall vote together as a single class with the holders of the Company’s common stock, with the holders of Preferred A Stock being entitled to 51% of the total votes on all such matters regardless of the actual number of shares of Preferred A Stock then outstanding, and the holders of common stock are entitled to their proportional share of the remaining 49% of the total votes based on their respective voting power.

Stock Options

During the year ended December 31, 2024, the Company granted Mr. Fogassa as contractual compensation options to purchase an aggregate of 17,500 shares of its common stock. Such options corresponded to the period between January 1, 2024 to June 30, 2024. The options issued in 2024 were valued at $41,938 in total. The options were valued using the Black-Scholes option pricing model with the following average assumptions: our stock price on date of grant $8.88 to $12.00, a strike price of $0.12 to $12.00, illiquidity discount of 75%, expected dividend yield of 0%, annualized volatility of 241% to 312%, risk-free interest rate of 3.88% to 4.64%, and an expected term of 5five to ten years.

During the year ended December 31, 2023, the Company granted Mr. Fogassa as contractual compensation options to purchase an aggregate of 35,000 shares of its common stock. Such awards corresponded to the period between January 1, 2023, to December 31, 2023. The options issued in 2023 were valued at $115,038 in total. The options were valued using the Black-Scholes option pricing model with the following average assumptions: our stock price on date of grant $7.80 to $25.20, a strike price of $0.12 to $12.00, illiquidity discount of 75%, expected dividend yield of 0%, annualized volatility of 268% to 364%, risk-free interest rate of 3.42% to 4.73%, and an expected term of 5five to ten years.

During the year ended December 31, 2022, the Company granted officers and directors as contractual compensation options to purchase an aggregate of 35,000 shares of its common stock. Such awards corresponded to the period between January 1, 2022, to December 31, 2022. The options issued in 2022 were valued at $104,140 in total. The options were valued using the Black-Scholes option pricing model with the following average assumptions: our stock price on date of grant $9.60 to $14.40, a strike price of $0.12 to $12.00, illiquidity discount of 75%, expected dividend yield of 0%, annualized volatility of 295% to 372%, risk-free interest rate of 1.51% to 4.05%, and an expected term of 5five to ten years.

The following table reflects all outstanding and exercisable options on December 31, 2024. All stock options immediately vest and are exercisable for a period of five to ten years from the date of issuance.

SCHEDULE OF STOCK OPTIONS ACTIVITY 

Stock Warrants

During the years ended December 31, 2024, 2023 and 2022 the company did not issue any warrants.

Restricted Stock Units

During the year ended December 31, 2024, the Company granted RSUs to certain executives of the Company. Each RSU is redeemable for one share of the Company’s common stock immediately upon vesting. The RSUs granted with immediate-vesting and time-vesting conditions were as follows:

These RSUs granted with immediate-vesting and time-vesting conditions were issued with a total grant date fair value of $460,247, measured using the Company’s volume weighted average price trailing to the date the RSU was granted.