STOCK TRANSACTIONS

3 Months Ended

Mar. 31, 2025

Equity [Abstract]

STOCK TRANSACTIONS

NOTE 5 - STOCK TRANSACTIONS

Warrants

On April 28, 2021, Company issued common stock warrants to purchase 199,733 shares of common stock at an exercise price of $0.66 and exercisable for five years from the issuance date. The warrants were issued to Wilmington Capital Securities, LLC, a FINRA and SEC registered broker under a financial services and placement agreement with a broker dealer in connection with the Company’s placement of $1.4 million of restricted shares of common stock to five investors on April 5, 2021. The issuance of these warrants were made an exemption from registration under Section 4(a)(2) and Rule 506(b) of Regulation D under the Securities Act.

As of March 31, 2025 and December 31, 2024, the Company had 199,733 warrants outstanding.

Series B-1 Preferred Stock

On June 7, 2016, the Company authorized 3,333,333 of the B-1 preferred 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 holders 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 shares. See Note 3 - Notes Payable to Related and Unrelated Parties.

The Series B-1 shares and any shares of Company 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 were issued in reliance on an exemption under Section 4(a)(2) and Rule 506(b) under the Securities Act of 1933.

The B-1 shares have a liquidation preference of $1.00 per share or $767,075 and $15,000 as of March 31, 2025 and December 31, 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.

As of March 31, 2025, there were 208,288 stock options outstanding and vested held by directors of the Company. The stock options have a weighted average exercise price of $0.475 and have a weighted average contractual term remaining of 0.39 years. The intrinsic value on March 31, 2025, is zero as the fair value of the stock on March 31, 2025, of $0.02 is less than the exercise price of the options. During the three months ended March 31, 2025, there were no stock option grants, exercises, expirations, nor stock-based compensation expense.

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

As of March 31, 2025, a total of 816,167 shares of the Company’s common stock has been repurchased since the plan was incepted at a total cost of $119,402.