XML 34 R22.htm IDEA: XBRL DOCUMENT v3.25.1
SHARES TO BE ISSUED
12 Months Ended
Dec. 31, 2024
Shares To Be Issued  
SHARES TO BE ISSUED

NOTE 12 – SHARES TO BE ISSUED

 

Michaelson Forbearance Agreement

 

On December 28, 2023, the Company and Michaelson signed a Forbearance Agreement (the “December Michaelson Amendment”) which amended the Michaelson Note and was accounted for as a debt modification in accordance with ASC 470 – Debt. The December Michaelson Amendment states that following the payment of its other obligations owed to Michaelson, the Company shall issue Michaelson $50,000 worth of preferred stock at the current offering terms and conditions (Note 9 – Notes Payable).

 

The Advance on Offering balance was $50,000 as of December 31, 2023. The Company has analyzed these amounts and determined that they are liabilities in accordance with ASC 480 – Distinguishing Liabilities from Equity.

 

In April 2024, the Company and Michaelson agreed to extend the term of the Michaelson Note until June 30, 2024, and forbear all other terms until May 1, 2024. Among other terms, the Company agreed to pay a $100,000 forbearance fee, payable in $50,000 of cash and $50,000 of Series B Preferred Stock. (Please see Note 9 – Notes Payable and Note 20 – Subsequent Events). The $50,000 of shares obligated to Michaelson was subsequently issued and the balance of the obligation reduced to $0.

 

Standard Waste Promissory Notes Extension and Subordination Agreement

 

On December 31, 2024, the Company and the holders of Standard Waste Promissory Note #1 and Standard Waste Promissory Note #2 agreed to amend both notes and to sign a subordination agreement with Utica Leaseco, LLC (Note 20 – Subsequent Events). In exchange for signing the subordination agreement, the Company agreed to issue 3,000,000 shares of common stock to the note holders. Additionally, $149,352 of accrued interest relating to Standard Waste Promissory Note #2 was forgiven in exchange for 2,987,050 shares of common stock. Standard Waste Promissory Note #2 was also amended so that interest on the note accrued at a rate of $6,460 per week and so that upon the Company’s listing on a national stock exchange, the holders shall have the right to purchase shares of common stock from the Company using the principal and accrued interest of Standard Waste Promissory Note #2. Lastly, $150,000 of principal relating to Standard Waste Promissory Note #1 was exchanged for 3,000,000 shares of common stock and the payment terms amended so that the remaining principal balance of the note is to be repaid in weekly payments of $5,000 commencing on March 31, 2025. As a result of these transactions the Company recognized a gain on exchange of convertible notes for common stock of $86,459 on the consolidated statement of operations.

 

As of December 31, 2024, the common stock from these transactions had not been issued and the obligation was recorded to shares to be issued on the consolidated balance sheet in the amount of $212,894. As of the issuance date of these financial statements the common stock had not been issued and the obligation was outstanding.