Equity

3 Months Ended

Mar. 31, 2025

Equity [Abstract]

Equity

Note 10 – Equity

The Company is authorized to issue up to 200,000,000 shares of all classes of stock. 10,000,000 shares shall be Preferred Stock with a par value of $0.0001 and 190,000,000 shares as Common Stock with a par value of $0.0001. Further, we are authorized to issue two (2) classes of common stock, with 186,000,000 shares of the common stock designated as “Class A Common Stock” and 4,000,000 shares of the common stock designated as “Class B Common Stock”. After giving effect for the Reorganization (as defined below), in accordance with ASC 505-10-S99-4 (SAB Topic 4:C) and ASC 260- 10-55-12, as of March 31, 2025, and December 31,2024 5,250,000 and 4,000,000 shares of Class A Common Stock and 4,000,000 shares of Class B Common Stock have been issued.

The CEO of the Company, Joseph Basile, has at times taken distributions from the JFB Subsidiary. For the three months ended March 31, 2025 and March 31, 2024, the distributions were $0 and $50,434 respectively. At times the CEO of the Company, makes contributions to the company. For the three months ended March 31,2025 the contributions were $1,000. There were $0 Contributions for the three months ended March 31,2024.

On March 7,2025 the company consummated its initial public offering of 1,250,000 units of the company's Class A common stock at a public offering price of $4.125 per unit, generating gross proceeds of $5,156,250. In connection with the offering, the company also sold 138,600 option warrants at a price of $0.01 per warrant, generating additional gross proceeds of $1,386 for total gross proceeds of $5,157,636. Pursuant to the underwriting agreement with Kingswood Capital Partners, LLC, the company incurred $490,000 in expenses, resulting in net proceeds of $4,667,636.

As of March 31, 2025, the company has 1,250,000 warrants outstanding, each entitling the holder to purchase one common share of the company at an exercise price of $5.50. The warrants expire 5 years from the date of issuance. The company has estimated the relative fair value of the outstanding warrants at $440,304 using the Black-Sholes option pricing model.