STOCKHOLDERS EQUITY

12 Months Ended

Dec. 31, 2025

STOCKHOLDERS EQUITY

STOCKHOLDERS' EQUITY

NOTE 10 - STOCKHOLDERS’ EQUITY

Preferred Stock-The Company is authorized to issue 10,000,000 shares of “blank check” preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s Board of Directors. On August 30, 2024, the Company amended and restated its Certificate of Incorporation to designate 5,000,000 shares of the Preferred Stock as a newly-designed Series A Preferred Stock. Series A Preferred Stock will have a $1.00 par value, while the remainder of preferred stock will remain at $0.0001. At December 31, 2025 and 2024, there were 2,232,879 and 1,607,886, respectively, shares of preferred stock issued or outstanding.

Common Stock — The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share. At December 31, 2025 and 2024, there were 15,149,705 and 14,958,817, respectively shares of common stock issued and outstanding. On April 13, 2024, the Company’s Board of Directors unanimously voted to approve a discretionary stock repurchase program. Under the program, the Company may purchase up to $2,000,000 of its Class A common stock over the next 24 months, as market conditions warrant. The shares may be repurchased in the open market or in privately negotiated transactions, at prices that the Company deems appropriate and subject to market conditions, applicable law and other factors deemed relevant in the Company's sole discretion. At December 31, 2025, the Company has repurchased a total of 193,052 shares of its common stock, which represents a combination of 31,177 open market purchases and 161,875 shares purchased through private transactions.

On August 29, 2025, the Company received $50,000 consideration and issued 26,316 shares of Common Stock in a privately negotiated transaction with an accredited investor at $1.90 per share.

On September 1, 2025, holders of Round B Notes Payable agreed to convert the entire principal and accrued interest of the Notes into shares of Common Stock at a conversion price of $1.90 per share, resulting in 265,708 shares being issued.

Dividends – The Board of Directors approved and declared a dividend of $0.0025 per share on January 30, 2025 for each quarterly period ending June 30, 2025 through June 30, 2026. This resulted in a total dividend of $37,410 being paid on July 14, 2025 to common stockholders on record at June 30, 2025. A total dividend of $36,928 was paid on October 10, 2025 to common stockholders on record at September 30, 2025. A total dividend of $37,852 will be paid on January 10, 2026 to common stockholders on record at December 31, 2025.

Stock-based Compensation - Effective December 17, 2024, the Board of Directors of the Company adopted a board compensation plan. The plan provides for the allocation and issuance of stock warrants to directors of the Company for annual compensation for their services on the Company’s Board of Directors.

Total stock-based compensation expense for warrants to directors was $27,626 and $6,906 for the years ended December 31, 2025 and 2024, respectively, which was charged to general and administrative expense.

As of December 31, 2025 and 2024, the Company has $41,437 and $75,971, respectively, of unrecognized compensation cost related to unvested stock warrants granted and outstanding, net of estimated forfeitures. The cost is expected to be recognized on a weighted average basis over a period of three years.

The following table summarizes the activity of our stock warrants:

					Weighted
			Weighted		Average		Aggregate
	Number of		Average		Contractual		Intrinsic
	Warrants		Exercise Price		Life in Years		Value
Outstanding December 31, 2023		-	$	-		-		-
Granted		225,000	$	1		2.96	$	82,878
Forfeited or Expired		-		-		-		-
Exercised		-		-		-		-
Outstanding December 31, 2024		225,000	$	1		2.96	$	82,878
Exercisable (Vested) - December 31, 2024		225,000	$	1		2.96	$	82,878
Granted		-		-		-		-
Forfeited or Expired		-		-		-		-
Exercised		-		-		-		-
Outstanding December 31, 2025		225,000	$	1		1.95	$	482,159
Exercisable (Vested) - December 31, 2025		225,000	$	1		1.95	$	482,159