Note 13. Stockholders’ Equity Common Stock

Issuance of common stocks and warrants :

For year ended December 31, 2023:

On January 18, 2023 and February 18, 2023, the Company issued to Charles Hyatt, a director, an aggregate of 11,428,570 units, with each unit consisting of one share of common stock and a two-year warrant to purchase one share of common stock at an exercise price of $0.0175 per share in consideration of $200,000.

On March 31, 2023, the Company issued 61,677 shares of common stock to Robert Carmichael for payment of interest on the convertible demand note for the three months ending March 31, 2023. The fair value of these shares was $1,336.

On June 30, 2023, the Company issued 61,677 shares of common stock to Robert Carmichael for payment of interest on the convertible demand note for the three months ending June 30, 2023. The fair value of these shares was $1,287.

On September 30, 2023, the Company issued 61,677 shares of common stock to Robert Carmichael for payment of interest on the convertible demand note for the three months ending September 30, 2023. The fair value of these shares was $1,287.

On December 31, 2023, the Company issued 61,677 shares of common stock to Robert Carmichael for payment of interest on the convertible demand note for the three months ending December 31, 2023. The fair value of these shares was $1,287.

For year ended December 31, 2024:

On March 31, 2024, the Company issued 61,677 shares of common stock to Robert Carmichael for payment of interest on the convertible demand note for the three months ending March 31, 2024. The fair value of these shares was $4,007.

On March 31, 2024, the Company issued an aggregate of 136,527 shares of common stock to the holders of convertible notes for payment of interest for the three months ending March 31, 2024. The fair value of these shares was $7,000.

On June 30, 2024, the Company issued 123,354 shares of common stock to Robert Carmichael for payment of interest on the convertible demand note for the three months ending June 30, 2024. The fair value of these shares was $2,672.

On June 30, 2024, the Company issued an aggregate of 136,527 shares of common stock to the holders of convertible notes for payment of interest for the three months ending June 30, 2024. The fair value of these shares was $4,328.

On August 15, 2024 the Company issued 850,000 shares of common stock to the holders of convertible notes for payment of professional services. The fair market value of these shares was $8,500.

On September 30, 2024, the Company issued an aggregate of 136,527 shares of common stock to the holders of convertible notes for payment of interest for the three months ending June 30, 2024. The fair value of these shares was $7,000.

On December 9, 2024, the Company issued 8,241,759 shares to Blake Carmichael as compensation related to a salary reduction. The fair market value of these shares was $60,000.

On December 31, 2024, the Company issued an aggregate of 136,527 shares of common stock to the holders of convertible notes for payment of interest for the three months ending June 30, 2024. The fair value of these shares was $7,000.

For year ended December 31. 2025:

On August 31, 2025 the Company issued 3,302,148 shares of commons stock to Blake Carmichael as compensation for a reduction in salary. The fair value of these shares was $22,667.

On September 30, 2025 the Company issued 648,583 shares of commons stock to Blake Carmichael as compensation for a reduction in salary. The fair value of these shares was $2,833.

On October 31, 2025 the Company issued 648,583 shares of commons stock to Blake Carmichael as compensation for a reduction in salary. The fair value of these shares was $2,833.

On November 30, 2025 the Company issued 648,583 shares of commons stock to Blake Carmichael as compensation for a reduction in salary. The fair value of these shares was $2,833.

On November 30, 2025, the Company issued 24,722,222 shares of common stock to Robert Carmichael as compensation for his services for the board of directors of the Company from January 2017 to November 30, 2025. The fair value for these shares was $197,778

On November 30, 2025, the Company issued 23,400,000 shares of common stock to Charles Freddie Hyatt as compensation for his services for the board of directors of the Company from April 2019 November 30, 2025. The fair value of these shares was $187,200.

On December 31, 2025 the Company issued 216,616 shares of commons stock to Blake Carmichael as compensation for a reduction in salary. The fair value of these shares was $2,833.

Preferred Stock

During the second quarter of 2010, the holder of the majority of the Company’s outstanding shares of common stock approved an amendment to the Company’s Articles of Incorporation authorizing the issuance of 10,000,000 shares of blank check preferred stock. The blank check preferred stock as authorized has such voting powers, designations, preferences, limitations, restrictions and relative rights as may be determined by our Board of Directors of the Company from time to time in accordance with the provisions of the Florida Business Corporation Act. In April 2011 the Board of Directors designated 425,000 shares of the blank check preferred stock as Series A Convertible Preferred Stock. Each share of Series A Convertible Preferred Stock is convertible into a share of the Company’s common stock at any time at the option of the holder at a conversion price of $18.23 per share. Holders of shares of Series A Convertible Preferred Stock are entitled to 250 votes for each share held. The Company’s common stock and Series A Convertible Preferred Stock vote together as on any matters submitted to our shareholders for a vote. As of December 31, 2025 and 2024, 425,000 shares of Series A Convertible Preferred Stock outstanding are owned by Robert Carmichael.

Equity Compensation Plan

On May 26, 2021 the Company adopted an Equity Compensation Plan (the “Plan”). Under the Plan, stock options may be granted to employees, directors, and consultants in the form of incentive stock options or non-statutory stock options, stock purchase rights, time vested and/performance invested restricted stock, and stock appreciation rights and unrestricted shares. The maximum number of shares that may be issued under the Plan is 25,000,000 shares. The term of the Plan is ten years.

The Company also issued options outside of the plan that were not approved by the security holders. These options may be granted to employees, directors, and consultants in the form of incentive stock options or non-qualified stock options.

Equity Compensation Plan Information as of December 31, 2025:

 Schedule of Equity Compensation Plan Information

Options

For the years ended December 31, 2025 and 2024, the Company has issued no options under equity compensation plan. Upon exercise, shares of common stock are issued by the Company.

For the years ended December 31, 2025 and 2024, the Company recognized an expense of approximately $16,200 and $91,492, respectively, of non-cash compensation expense (included in General and Administrative expense in the accompanying Consolidated Statement of Operations) determined by application of a Black-Scholes option pricing model with the following inputs: exercise price, dividend yields, risk-free interest rate, and expected annual volatility. The Company uses straight-line amortization of compensation expense over the requisite service period for time-based options. For performance-based options the Company evaluates the likelihood of a vesting qualification being met, and will establish the expense based on that evaluation. The maximum contractual term of the Company’s stock options is 5 years. The Company recognizes forfeitures as they occur. Options to purchase approximately 5,806,266 shares have vested as of December 31, 2025.

The Company uses the Black-Scholes option-pricing model to estimate the fair value of its stock option awards and warrant issuances. The calculation of the fair value of the awards using the Black-Scholes option-pricing model is affected by the Company’s stock price on the date of grant as well as assumptions regarding the following:

 Schedule of Valuation Assumptions of Options

The expected volatility was determined with reference to the historical volatility of the Company’s stock. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The expected term of options granted represents the period of time that options granted are expected to be outstanding. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury rate in effect at the time of grant.

A summary of the status of the Company’s outstanding stock options as of December 31, 2025 and 2024 and changes during the periods ending on that date is as follows:

 Schedule of Outstanding Stock Option Activity

The following table summarizes information about employee stock options outstanding at December 31, 2025.

 Schedule of Exercise Price of Employee Stock Options Outstanding

As of December 31, 2025, the Company had approximately $987,800 of unrecognized pre-tax non-cash compensation expense related to options to performance based options to purchase shares, which the Company expects to recognize, based on a weighted-average period of 2.01 years. The Company uses straight-line amortization of compensation expense over the requisite service period for time-based options. For performance-based options the Company evaluates the likelihood of a vesting qualification being met, and will establish the expense based on that evaluation. Stock option expense recognized during the year ended December 31, 2025 and December 31, 2025 was $12,600 and $91,492, respectively.

Warrants

On January 18, 2023 and February 18, 2023, the Company issued to Charles Hyatt, an aggregate of 11,428,570 units, with each unit consisting of one share of common stock and a two-year warrant to purchase one share of common stock at an exercise price of $0.0175 per share in consideration of $200,000.

A summary of the Company’s warrants as of December 31, 2025 and 2024, and changes during the years ended December 31, 2025 and 2024 is presented below:

 Schedule of Warrant Activity