v3.26.1
EQUITY
 12 Months Ended
Dec. 31, 2025
Equity [Abstract]  
EQUITY

NOTE 5 -EQUITY

 

Warrants

 

During the years ended December 31, 2025 and 2024, the Company did not issue any warrants. As of December 31, 2025, and 2024, the Company had 199,733 warrants outstanding.

 

Series “B-1” Preferred Stock

 

On June 15, 2023, the Company amended the Articles of Incorporation to authorized 5,000,000 shares of the B-1 Stock (“B-1 shares”). The B-1 shares are convertible into common shares, at a rate of 66.66 of common stock for each share of B-1 shares. The par value of the B-1 shares is $0.0001. The B-1 shares shall not be entitled to any dividends and have no voting rights. In the event of a liquidation, the B-1 Stockholders are entitled to distribution prior to common stockholders but not before any other preferred stockholders.

 

On December 18, 2024, the Company entered into a cancellation agreement with related party promissory note holders for cancellation of $3,665,303 in outstanding principal and interest in exchange for issuance of 750,075 shares of the Company’s B-1 Stock.

 

The Series B-1 Preferred Shares and any shares of common stock issued under the aforementioned agreements are “restricted” securities under Rule 144 of the Securities Act of 1933, as amended.

 

The B-1 Shares have a liquidation preference of $1.00 per share or $767,075 as of December 31, 2025 and 2024, respectively.

 

Options

 

In 2005, the Company authorized the 2005 Equity Plan that made available shares of common stock for issuance through awards of options, restricted stock, stock bonuses, stock appreciation rights and restricted stock units.

 

Stock options were issued under Section 4(a)(2) and Rule 506(b) of Regulation D under the Securities Act of 1933.

 

For the years ended December 31, 2025 and 2024, the Company did not recognized any stock-based compensation expense related to stock options.

 

The following table sets forth the Company’s stock options outstanding as of December 31, 2025, and 2024 and activity for the years then ended.

 

                          
    Shares   Weighted Average Exercise Price   Weighted Average Fair Value   Weighted Average Remaining Contractual Term (Years)   Intrinsic Value 
Outstanding, January 1, 2024    408,288    0.456    0.15    1.13    — 
Granted    —    —    —    —    — 
Exercised    —    —    —    —    — 
Forfeited/expired    (200,000)   0.475    0.17    —    — 
Outstanding, December 31, 2024    208,288    0.475    0.14    0.63    — 
                           
Granted    —    —    —    —    — 
Exercised    —    —    —    —    — 
Forfeited/expired    (200,000)   0.435    0.04    —    — 
Outstanding, December 31, 2025    8,288    1.448    1.62    0.60    — 
                           
Vested/exercisable at December 31, 2025    8,288    1.448    1.62    0.60    — 

 

The aggregate intrinsic value at December 31, 2025 and 2024, is calculated as the difference between the exercise price of the underlying options and the closing stock price of $0.01 and $0.03 from the Company’s common stock as of December 31, 2025 and 2024, respectively.

  

The following table summarizes the information with respect to options granted, outstanding and exercisable under the 2005 Plan:

             
Exercise Price   Options Outstanding   Remaining Contractual Life in Years   Number of Options Currently Exercisable 
$1.448    8,288    1.60    8,288 
                

Adoption of Stock Repurchase Plan

 

On August 23, 2016, the Company’s Board of Directors authorized the Company to implement a stock repurchase plan for up outstanding common stock. The repurchase plan may be discontinued at any time at the Company’s discretion.

 

On December 19, 2018, Company entered a Purchase Plan pursuant to Rule 10b5-1 under the Exchange Act, with Wilson Davis & Co., Inc., a registered broker-dealer. Under the Purchase Plan, Wilson Davis & Co., Inc will make periodic purchases of shares at prevailing market prices, subject to the terms of the Purchase Plan.

 

On May 31, 2019, the Company’s Board of Directors the maximum amount of aggregate funding available for possible stock repurchases under the stock repurchase program remained at $1,000,000 during the renewal period.

 

During May and June 2022, the Company repurchased 66,167 shares of the Company’s outstanding common stock in the open market. The total purchase cost was $11,662.

 

On July 7, 2022, the Board of Directors resolved to discontinue the stock purchase agreement.

 

As of December 31, 2025, a total of 816,167 of the Company’s common stock was repurchased since the plan was incepted at a total cost of $119,402. The cost of the repurchased shares was recorded as a reduction of additional paid-in capital.