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SUBSEQUENT EVENTS | 12 Months Ended
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Dec. 31, 2025
Subsequent Events [Abstract] |
SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS The Company evaluates events that have occurred after the consolidated balance sheet date but before the consolidated financial statements are issued. Based on the evaluation, the Company identified the following subsequent events: On January 1, 2026, we entered into a Third Amendment to Consulting Agreement with LSTM whereby LSTM agreed to provide additional general consulting services as reasonably requested by the Company during the term of the agreement, which was for 12 months, unless otherwise earlier terminated due to breach of the agreement by either party, and the failure to cure such breach 30 days after written notice thereof. In consideration for agreeing to provide the additional services under the agreement, the Company issued LSTM an additional 400,000 shares (for a total of 1,100,000 shares of common stock) and which were issued under the Company’s 2022 Plan. The shares were valued at $0.74 per share for a total of $296,000. On January 12, 2026, we entered into another service agreement with Greentree. The Company and Greentree were previously party to a service agreement which expired pursuant to its terms on September 30, 2025. Since February 2015, Mr. Eugene M. Johnston, our Chief Financial Officer (who was appointed October 1, 2022), has served as Audit Manager for Greentree. Pursuant to the Service Agreement, Greentree agreed to perform the following services: (a) assistance to the Company with compliance filings for the quarters ended March 31, 2026, June 30, 2026, September 30, 2026, and the year ended December 31, 2025, including the consolidation structure and entries as well as assistance with United States Generally Accepted Accounting Principles (“US GAAP”) footnotes; (b) reviewing, and providing advice to the Company on, all documents and accounting systems relating to its finances and transactions, with the purpose of bringing such documents and systems into compliance with US GAAP or disclosures required by the Securities and Exchange Commission (the “SEC”); (c) providing necessary consulting services and support as a liaison for the Company to third party service providers, including coordination amongst the Company and its attorneys, certified public accountants and transfer agent; and (d) preparing and filing the Company’s tax returns with the Internal Revenue Service for the 2025 tax year. The Company agreed to issue Greentree 40,000 shares of the Company’s restricted common stock upon the parties’ entry into the agreement (fully-earned upon issuance), and to pay Greentree $40,000 in cash, payable as follows: (a) $20,000 on or before January 15, 2026; and (b) $20,000 on or before March 31, 2026. We also agreed to reimburse Greentree for its reasonable out-of-pocket expenses incurred in connection with Greentree’s activities under the agreement, including the reasonable fees and travel expenses for the meetings on behalf of the Company. The 40,000 shares were issued to Greentree at a price of $0.785 per share for a total of $31,400. The Service Agreement continued in effect through November 14, 2026, but may be terminated earlier with 45 days’ notice from the Company to Greentree, provided that in the event the Company terminates the agreement prior to the end of the Term, the entire cash fee due during the term of the Service Agreement is immediately due and payable. The Service Agreement includes customary indemnification obligations requiring the Company to indemnify Greentree and its affiliates with regard to certain matters. Concurrent with the Greentree service agreements described above, Mr. Johnston also maintains a separate personal consulting agreement with the Company pursuant to which he serves as the Company’s Chief Financial Officer. Under his personal consulting agreement. Mr. Johnston does not receive any compensatory benefit from the agreement with Greentree. Mr. Johnston’s personal compensation is separately disclosed in Item 11 — Executive Compensation. The Company’s Audit Committee has reviewed and approved both the Greentree service agreements and Mr. Johnston’s personal consulting arrangement on arms-length terms. On January 22, 2026, we entered into a Consulting Agreement with Muhammad Azfar (“Azfar”) whereby Azfar agreed to provide general consulting services as reasonably requested by the Company during the term of the agreement, which was for 6 months, unless otherwise earlier terminated due to breach of the agreement by either party, and the failure to cure such breach 30 days after written notice thereof. In consideration for agreeing to provide the consulting services under the agreement, the Company issued Azfar 75,000 shares which were issued under the Company’s 2022 Plan. The shares were valued at $0.537 per share for a total of $40,275. On March 13, 2026, the Company issued at total of 313,625 shares of the Company’s common stock to and among eight (8) employees and contractors as a bonus and for services rendered for its subsidiary, Mango & Peaches Corp. The shares were not subject to any vesting requirements and were issued under the Company’s 2022 Plan. The shares were issued at a price of $0.384 per share for a total of $120,463. On March 16, 2026, we entered into a Consulting Agreement with Gatorland Holdings, LLC (“Gatorland”) whereby Gatorland agreed to provide general business advisory and consulting services for specifically related to its subsidiary, Mango & Peaches Corp and as reasonably requested by the Company during the term of the agreement, which was for 12 months, unless otherwise earlier terminated due to breach of the agreement by either party, and the failure to cure such breach 30 days after written notice thereof. In consideration for agreeing to provide the consulting services under the agreement, the Company issued Gatorland 250,000 shares which were issued under the Company’s 2022 Plan. The shares were issued at a price of $.404 per share for a total of $101,000. On March 16, 2026, upon the recommendation of the compensation committee of the Board of Directors of the Company, and pursuant to the authority provided to the Board pursuant to the terms of the Company’s 2022 Equity Incentive Plan, as amended and restated, which has previously been approved by the stockholders of the Company, the Board approved an option repricing (the “Repricing”) of the outstanding stock options held by the Company’s Chief Executive Officer and Chairman, Jacob Cohen, as of March 16, 2026. As permitted under the terms of the Company’s equity plans, the exercise price of each outstanding stock option with an exercise price held by Mr. Cohen was reduced to an amount which exceeded the closing price of the Company’s common stock on the Effective Date, which was $0.45 per share (the “New Exercise Price”). In total the following options held by Mr. Cohen were re-priced to have an exercise price equal to the New Exercise Price: (a) options to purchase 50,000 shares of the Company’s common stock with an original exercise price of $16.50 per share, granted to Mr. Jacob Cohen on August 31, 2022; (b) options to purchase 83,333 shares of the Company’s common stock with an original exercise price of $4.80 per share, granted to Mr. Cohen on December 28, 2023; and (c) options to purchase 2,000,000 shares of the Company’s common stock with an original exercise price of $2.30 per share, granted to Mr. Cohen on September 9, 2025. On March 20, 2026 and effective on October 1, 2025, the Company entered into a Consulting agreement with Mr. Johnston, the Company’s Chief Financial Officer, pursuant to which Mr. Johnston agreed to serve as the Chief Financial Officer of the Company and to provide services to the Company as reasonably requested during the term of the Consulting Agreement, which is 12 months. As consideration for the services to be provided by Mr. Johnston under the Consulting Agreement, the Company agreed to pay him (a) $4,000 per month and increasing to $6,000 per month effective March 1, 2026; Pursuant to the Consulting Agreement, we agreed to reimburse Mr. Johnston’s expenses, subject to pre-approval for any expense greater than $500. The Consulting Agreement may be terminated prior to the end of the term (i) with the mutual approval of the parties; (ii) with written notice by the non-breaching party, upon the breach of the agreement by the other party, and the failure to cure such breach within 30 days; or (iii) by Mr. Johnston, at any time, for any reason. The Consulting Agreement also contains standard assignment of inventions, indemnification and confidentiality provisions, subject to customary exceptions. Further, Mr. Johnston is subject to certain non-solicitation covenants during the term of the agreement and for 12 months thereafter. Mr. Johnston is also eligible for discretionary equity bonuses and/or cash awards, from time to time in the discretion of the Compensation Committee and/or Board of Directors. Mr. Johnston’s compensation under the Consulting Agreement may be increased from time to time, by the Compensation Committee, or the Board of Directors (with the recommendation of the Compensation Committee), which increases do not require the entry into an amended Consulting Agreement.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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