NOTE 8 – STOCKHOLDERS' EQUITY

The Company has an authorized capital of 10,000,000,000 shares, $0.001 par value common stock, and 10,000,000 shares of $0.001 par value preferred stock at December 31, 2025. The Company has 586,285,063 shares of common stock, 100 shares of Series A Preferred Stock, 583 shares of Series B, 57 shares of Series C, 210 shares of Series D, and 1,207 shares of Series E Preferred Stock issued and outstanding as of December 31, 2025.

Common Stock

Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the stockholders. Holders of common stock do not have cumulative voting rights. Holders of common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the Board of Directors in its discretion of funds legally available, therefore. In the event of liquidation, dissolution, or winding up of the Company, the holders of common stock are entitled to share pro rata in all assets remaining after payment in full of all liabilities. All of the outstanding shares of common stock are fully paid and non-assessable. Holders of common stock have no preemptive rights to purchase the Company’s common stock. There are no conversion or redemption rights or sinking fund provisions with respect to the common stock.

On October 30, 2025, the Company issued 11,500,000 shares of common stock to a vendor in settlement of past due rent of $5,750. In addition, on the same date, the Company issued 8,469,770 shares of common stock to a consultant in settlement of accounts payable of $4,235. The common shares issued were valued at the fair value of common stock on the date of issuance.

Stock Incentive Plans

On December 14, 2017, the Board of Directors adopted the 2017 Stock Incentive Plan (the “2017 Plan”), under which 4,500,000 shares of common stock were authorized for issuance. The 2017 Plan was terminated effective December 31, 2025 pursuant to a resolution of the Board of Directors. On October 30, 2025, the Company cancelled 952,212 unissued shares pursuant to the 2017 Plan. As of December 31, 2025, 0 shares remain unissued or unvested pursuant to the 2017 Plan.

On December 14, 2017, the Board of Directors of the Company approved the 2017 Stock Incentive Plan (the “2017 Plan”). Awards may be made under the 2017 Plan for up to 4,500,000 shares of common stock of the Company. All of the Company's employees, officers and directors, as well as consultants and advisors to the Company are eligible to be granted awards under the 2017 Plan. No awards can be granted under the 2017 Plan after the expiration of 10 years from the plan approval but awards previously granted may extend beyond that date. Awards may consist of both incentive and non-statutory options, restricted stock units, stock appreciation rights, and restricted stock awards. The 2017 Plan was terminated effective December 31, 2025 pursuant to a resolution of the Board of Directors adopted on April 10, 2026.

On March 11, 2019, the Board of Directors adopted the 2019 Stock Incentive Plan (the “2019 Plan”), under which 5,000,000 shares of common stock were authorized for issuance. On March 5, 2025, the Company issued 200,000 common shares to two consultants for services rendered, valued at $240, pursuant to the 2019 Plan. As of December 31, 2025, 3,530,000 shares had been awarded and 1,470,000 shares remained unissued. The 2019 Plan was terminated effective December 31, 2025 pursuant to a resolution of the Board of Directors.

On March 18, 2022, the Board of Directors adopted the 2022 Stock Incentive Plan (the “2022 Plan”), under which 20,000,000 shares of common stock were authorized for issuance. The Company awarded 14,300,000 shares under the 2022 Plan, of which 14,200,000 had been issued as of December 31, 2025. On October 30, 2025, in connection with the change of control, 6,000,000 unvested shares were cancelled. As of December 31, 2025, 100,000 shares remained vested and unissued (subsequently issued on March 23, 2026 - see Note 10) and 0 shares remained unvested. The 2022 Plan was terminated effective December 31, 2025 pursuant to a resolution of the Board of Directors. The 2022 Plan is further described in Note 4.

On March 5, 2025, the Company issued 5,000,000 shares to an officer and a director and 100,000 shares to an advisor, valued at $6,120, being the fair value of common shares issued on the date of issuance. On June 23, 2025, the Company issued 6,000,000 shares to an officer and a director, valued at $5,400 being the fair value of common shares issued on the date of issuance.

On October 30, 2025, the Company had a change of control in management and mutually agreed to cancel 6,000,000 unissued and unvested shares of common stock pursuant to the 2022 Plan. At December 31, 2025, 100,000 shares of common stock remained vested and unissued pursuant to the 2022 Plan, and 0 shares of common stock remained unvested. On March 23, 2026, the Company issued the remaining 100,000 shares of common stock, fully vested, to the advisor (Note 10). The 2022 Plan was terminated effective December 31, 2025 pursuant to a resolution of the Board of Directors adopted on April 10, 2026.

The common shares vested pursuant to the 2022 Plan amounted to 14,300,000 shares as of the change in control on October 30, 2025. For the year ended December 31, 2025 and 2024, the Company recorded $3,728 and $3,413 as stock compensation expense for 4,734,247 shares and 4,515,068 shares, respectively.

Shares earned and issued related to the consulting agreements are issued under the 2017 Plan and the 2019 Plan (see Note 4).

Vesting of the shares is subject to acceleration of vesting upon the occurrence of certain events such as a Change of Control (as defined in the agreement) or the listing of the Company’s common stock on a senior exchange.

A summary of the status of the Company’s non-vested shares at December 31, 2025 and 2024 and changes during the twelve months ended, is presented below: 

Preferred Stock

Series A Supervoting Preferred Stock

The Board of Directors of the Company authorized the issuance of 25,845 shares of preferred stock, $0.001 par value per share, designated as Series A Supervoting Preferred Stock. On October 30, 2025, the Company entered into a Stock Purchase Agreement with GHS Investments, LLC, a Nevada limited liability company (“GHS”), pursuant to which, upon occurrence of certain conditions, including defaults by the Company under its agreements with GHS and subsequent waivers and extensions thereof by GHS, the Company would issue to GHS 100 shares of the Company’s Series A Supervoting Preferred Stock. On November 5, 2025, the closing of the Stock Purchase Agreement occurred, and GHS was issued 100 shares of Series A Supervoting Preferred Stock. The following conditions were agreed and completed on the closing.

Dividends: Initially, there will be no dividends due or payable on Series A Supervoting Preferred Stock. Any future terms with respect to dividends shall be determined by the Board consistent with the Company’s Articles of Incorporation.

Liquidation and Redemption Rights: Upon the occurrence of a Liquidation Event (as defined below), the holders of Series A Supervoting Preferred Stock are entitled to receive net assets on a pro-rata basis. Each holder of Series A Supervoting Preferred Stock is entitled to receive ratably any dividends declared by the Board, if any, out of funds legally available for the payment of dividends. Liquidation Event means (i) the liquidation, dissolution or winding-up, whether voluntary or involuntary, of the Company, (ii) the purchase or redemption by the Company of the shares of any class of stock or the merger or consolidation of the Company with or into any other corporation or corporations, or (iii) the sale, license or lease of all or substantially all, or any material part of, the Company’s assets.

Conversion: Each holder of Series A Supervoting Preferred Stock may voluntarily convert its shares into shares of common stock of the Company at a rate of 1:100 (as may be adjusted for any combinations or splits with respect to such shares).

Rank: All shares of the Series A Supervoting Preferred Stock shall rank senior to the Company’s (A) common stock, par value $0.001 per share, and any other class or series of capital stock of the Company hereafter created.

Voting Rights:

With respect to all matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent, the holders of the outstanding shares of Series A Super Voting Preferred Stock shall vote together with the holders of Common Stock without regard to class, except as to those matters on which separate class voting is required by applicable law or the Articles of Incorporation or Bylaws.

The Company had 100 shares and 25,845 shares of Series A Preferred Stock issued and outstanding at December 31, 2025 and 2024, respectively.

Series B Convertible Preferred Stock Equity Financing

On November 16, 2020, the Board of Directors of the Company had authorized issuance of up to 600 shares of preferred stock, $0.001 par value per share, designated as Series B Convertible Preferred Stock. Each share of Preferred Stock shall have a par value of $0.001 per share and a stated value of $1,200, subject to the increase set forth in the Certificate of Designation.

Dividends: Each share of Series B Convertible Preferred Stock shall be entitled to receive, and the Company shall pay, cumulative dividends of 12% per annum, payable quarterly, beginning on the Original Issuance Date and ending on the date that such share of Series B Convertible Preferred Share has been converted or redeemed (the “Dividend End Date”). Dividends may be paid in cash or in shares of Series B Convertible Preferred Stock. From and after the initial Closing Date, in addition to the payment of dividends pursuant to Section 2(a), each Holder shall be entitled to receive, and the Company shall pay, dividends on shares of Series B Convertible Preferred Stock equal to (on an as-if-converted-to-Common-Stock basis) and in the same form as dividends actually paid on shares of the common stock when, as and if such dividends are paid on shares of the common stock. Any dividends that are not paid shall continue to accrue and shall entail a late fee which must be paid in cash, at the rate of 18% per annum or lesser rate permitted by applicable law which shall accrue and compound daily from the dividend payment date through and including the date of actual payment in full. Redemption following the event of default shall occur at an amount equaling the product of one hundred thirty-five percent (135%), multiplied by the sum of the stated value, all accrued but unpaid dividends and all other amounts due pursuant to the certificate of designation for all purchased shares. The Holder of Series B Convertible Preferred Stock waived its rights to the event of default of an amount equal to the 135% multiplied by the sum of the stated value of Series B Convertible Preferred Stock for all accrued but unpaid dividends and all other amounts due pursuant to the certificate of designation for all purchased shares. The Company shall pay no dividends on shares of the common stock unless it simultaneously complies with the previous sentence.

Voting Rights: The Series B Convertible Preferred Stock will vote together with the common stock on an as converted basis subject to the Beneficial Ownership Limitations (not in excess of 4.99% conversion limitation). However, as long as any shares of Series B Convertible Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Series B Convertible Preferred Stock directly and/or indirectly (a) alter or change adversely the powers, preferences or rights given to the Series b Convertible Preferred Stock or alter or amend this Certificate of Designation, (b) authorize or create any class of stock ranking as to redemption or distribution of assets upon a Liquidation (as defined in Section 5) senior to, or otherwise Pari passu with, the Series B Convertible Preferred Stock or, authorize or create any class of stock ranking as to dividends senior to, or otherwise Pari passu with, the Series b Convertible Preferred Stock, (c) amend its Articles of Incorporation or other charter documents in any manner that adversely affects any rights of the Holders, (d) increase the number of authorized shares of Series B Convertible Preferred Stock, or (e) enter into any agreement with respect to any of the foregoing.

Liquidation: Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a “Liquidation”), the Holders shall be entitled to receive out of the assets, whether capital or surplus, of the Company an amount equal to the Stated Value, plus any accrued and unpaid dividends thereon and any other fees or liquidated damages then due and owing thereon under this Certificate of Designation, for each share of Series B Convertible Preferred Stock before any distribution or payment shall be made to the holders of any Junior Securities, and if the assets of the Company shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the Holders shall be ratably distributed among the Holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full.

Conversion: Each share of Series B Convertible Preferred Stock shall be convertible, at any time and from time to time from and after the Original Issue Date at the option of the Holder thereof, into that number of shares of common stock (subject to the limitations) determined by dividing the Stated Value of such share of Series B Convertible Preferred Stock by the Conversion Price. The Conversion Price for the Series B Convertible Preferred Stock shall be the amount equal to the lowest traded price for the Company’s common stock for the fifteen (15) Trading Days immediately preceding the date of such conversion. All such foregoing determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the common stock during such a measuring period. Following an event of default, the Conversion price shall equal the lower of: (a) the then applicable Conversion Price; or (b) a price per share equaling 80% of the lowest traded price for the Company’s common stock during the ten (10) trading days preceding the relevant Conversion.

Redemption: The Series B Convertible Preferred Stock may be redeemed by payment of the stated value thereof, with the following premiums based on the time of the redemption.

November 19, 2020

On November 19, 2020, pursuant to the terms of a Securities Purchase Agreement dated November 16, 2020 (the “SPA”), the Company entered into a new preferred equity financing agreement with GHS Investments, LLC (“GHS”) in the amount of up to $600,000. The SPA provides GHS’s purchase, from time to time, of up to 600 shares of the newly designated Series B Convertible Preferred Stock. The initial closing under the SPA consisted of 45 shares of Series B Convertible Preferred Stock, stated value $1,200 per share, issued to GHS for an initial purchase price of $45,000, or $1,000 per share. At the Company’s option, and subject to the terms of the SPA and the Certificate of Designation for the Series B Convertible Preferred Stock (the “COD”), additional closings in the amount of 40 shares of Series B Convertible Preferred Stock for a total purchase price of $40,000 may take place at a rate of up to once every 30 days. In connection with the initial closing in the amount of 45 shares of Series B Convertible Preferred Stock, the Company issued an additional 25 shares of Series B Convertible Preferred Stock to GHS as a commitment fee.

No additional closing may take place after the two-year anniversary of the SPA, or once the entire $600,000 amount has been funded. If the average daily trading volume for the Company’s common stock for the 30 trading days preceding a particular additional closing is at least $50,000 per day, the Company may, at its option, increase the amount of that additional closing to 75 shares of Series B Convertible Preferred Stock ($75,000).

The Series B Convertible Preferred Stock is classified as temporary equity, as it is convertible upon issuance at an amount equal to the lowest traded price for the Company’s common stock for the fifteen trading days immediately preceding the date of conversion.

Based on the requirements of ASC 815, Derivatives and Hedging, the conversion feature represents an embedded derivative that is required to be bifurcated and accounted for as a separate derivative liability. The derivative liability is originally recorded at its estimated fair value and is required to be revalued at each conversion event and reporting period. Changes in the derivative liability fair value are reported in operating results for each reporting period.

On November 19, 2020, GHS purchased a total of 70 shares of Series B Convertible Preferred Stock for gross proceeds of $45,000 as a loss recorded on issuance to interest expense. The Company paid $900 in selling commissions to complete this financing.

On November 19, 2020 (the date of receipt of cash proceeds of $45,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $103,267, $58,267 as day one loss on the derivative, $39,000 as interest expense, and $39,000 as Series B Convertible Preferred Stock mezzanine liability, and $45,000 as amortization. The expected term of the derivative in calculating the fair value of derivative liability is eighteen months.

The Company recalculated the value of the derivative liability associated with this convertible preferred stock and recorded a gain in connection with the change in fair market value of the derivative liability of $9,132 and a loss of $14,783 for the years ended December 31, 2025 and 2024, respectively. The Company recorded preferred dividend expense of $138,033 and $10,108 for the years ended December 31, 2025 and 2024, respectively. The Company recorded $179,540 and $41,508 as preferred stock dividend payable as of December 31, 2025 and 2024, respectively. The preferred stock dividend payable at December 31, 2025 included $127,953 of cumulative dividend payable at a default rate of 18% per annum pursuant to the terms of the agreement. GHS waived the cumulative penalty of $139,406 for non-payment of dividend as of December 31, 2025. The Company did not record the waived penalty in its financial statements as of December 31, 2025 and 2024, respectively. Derivative liability payable for this transaction totaled $78,317 and $87,450 at December 31, 2025 and 2024, Series B Convertible Preferred Stock mezzanine liability was $84,000 at December 31, 2025 and 2024, respectively.

The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0004 to $0.0141, the closing stock price of the Company's common stock on the date of valuation ranging from $0.0006 to $0.0184, an expected dividend yield of 0%, expected volatility ranging from 160.41% to 440.99%, risk-free interest rates ranging from 0.07% to 5.46%, and an expected term ranging from 0.13 years to 1.50 years.

December 16, 2020

On December 16, 2020, pursuant to the terms of the SPA, GHS purchased an additional 85 shares of Series B Convertible Preferred Stock for gross proceeds of $85,000. The Company paid $1,700 in selling commissions to complete this financing.

On December 16, 2020 (the date of receipt of cash proceeds of $85,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $106,241, $21,241 as day one loss on the derivative, $17,000 as interest expense, and $17,000 as Series B Convertible Preferred Stock mezzanine liability, and $85,000 as a loss recorded on issuance to interest expense. The expected term of the derivative in calculating the fair value of derivative liability is eighteen months.

The Company recalculated the value of the derivative liability associated with this convertible preferred stock and recorded a gain of $11,089 and a loss of 17,950 in connection with the change in fair market value of the derivative liability for the years ended December 31, 2025 and 2024, respectively. The Company recorded preferred stock dividend expense of $166,478 and $12,274 for the years ended December 31, 2025, and 2024, respectively. The Company recorded $215,975 and $49,497 as preferred stock dividend payable as of December 31, 2025 and 2024, respectively. The preferred stock dividend payable at December 31, 2025 included $154,238 of cumulative dividend payable at a default rate of 18% per annum pursuant to the terms of the agreement. GHS waived the cumulative penalty of $170,902 for non-payment of dividend as of December 31, 2025. The Company did not record the waived penalty in its financial statements as of December 31, 2025 and 2024, respectively. Derivative liability payable for this transaction totaled $95,099 and $106,189 as of December 31, 2025 and 2024, and Series B Convertible Preferred Stock mezzanine liability was $102,000 at December 31, 2025 and 2024, respectively.

The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0004 to $0.0141, the closing stock price of the Company's common stock on the date of valuation ranging from $0.0006 to $0.0184, an expected dividend yield of 0%, expected volatility ranging from 160.41% to 437.59%, risk-free interest rates ranging from 0.07% to 5.46%, and an expected term ranging from 0.21 years to 1.50 years.

December 20, 2021

On December 20, 2021, pursuant to the terms of the SPA, GHS purchased an additional 51 shares of Series B Convertible Preferred Stock for gross proceeds of $51,000. The Company paid $1,000 in selling commissions to complete this financing. For the year ended December 31, 2021, the Company inadvertently reported this sale of 51 shares as Series A Preferred stock (See Series A Supervoting Preferred Stock). The accompanying financial statements reflect the correct purchase of Series B Convertible Preferred Stock rather than Series A Convertible Preferred Stock. The overall effect of this correction was not significant to the December 31, 2021 financial statements.

The Company recalculated the value of the derivative liability associated with this convertible preferred stock in connection with the change in fair market value of the derivative liability and recorded a gain of $6,654 and a loss of 10,770 for the years ended December 31, 2025 and 2024, respectively. The expected term of the derivative in calculating the fair value of derivative liability is eighteen months. The Company recorded preferred stock dividend expense of $66,997 and $7,364 for the years ended December 31, 2025 and 2024, respectively. The Company recorded $89,270 and $22,273 as preferred stock dividend payable as of December 31, 2025 and 2024, respectively. The preferred stock dividend payable at December 31, 2025 included $59,653 of cumulative dividend payable at a default rate of 18% per annum pursuant to the terms of the agreement. GHS waived the cumulative penalty of $85,604 for non-payment of dividend as of December 31, 2025. The Company did not record the waived penalty in its financial statements as of December 31, 2025 and 2024, respectively. Derivative liability payable for this transaction totaled $57,060 and $63,713 as of December 31, 2025 and 2024, and Series B Convertible Preferred Stock mezzanine liability was $61,200 as of December 31, 2025 and 2024, respectively.

The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0004 to $0.0050 the closing stock price of the Company's common stock on the date of valuation ranging from $0.0006 to $0.0070, an expected dividend yield of 0%, expected volatility ranging from 174.58% to 221.64%, risk-free interest rates ranging from 0.91% to 5.46%, and an expected term of 1.50 years.

February 7, 2022

On February 7, 2022, pursuant to the terms of the SPA, GHS purchased an additional 51 shares of Series B Convertible Preferred Stock for gross proceeds of $51,000. The Company paid $1,000 in selling commissions to complete this financing.

On February 7, 2022 (the date of receipt of cash proceeds of $51,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $65,025, $14,025 as day one loss on the derivative, $10,200 as interest expense, and $10,200 as Series B Convertible Preferred Stock mezzanine liability, and $51,000 as a loss recorded on issuance to interest. The expected term of the derivative in calculating the fair value of derivative liability is eighteen months. The Company recalculated the value of the derivative liability associated with the convertible note and recorded a gain of $6,654 and a loss of $10,770 in connection with the change in fair market value of the derivative liability for the years ended December 31, 2025 and 2024, respectively. In addition, the Company recorded $61,759 and $7,364 as preferred stock dividend expense for the years ended December 31, 2025 and 2024, respectively. Preferred stock dividend payable to GHS on this derivative totaled $83,045 and $21,288 as of December 31, 2025 and 2024, respectively. The preferred stock dividend payable at December 31, 2025 included $54,415 of cumulative dividend payable at a default rate of 18% per annum pursuant to the terms of the agreement. GHS waived the cumulative penalty of $82,787 for non-payment of dividend as of December 31, 2025. The Company did not record the waived penalty in its financial statements as of December 31, 2025 and 2024, respectively. Derivative liability payable for this transaction totaled $57,060 and $63,713 as of December 31, 2025 and 2024, and Series B Convertible Preferred Stock mezzanine liability was $61,200 as of December 31, 2025 and 2024, respectively.

The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0004 to $0.0096, the closing stock price of the Company's common stock on the date of valuation ranging from $0.0006 to $0.0172, an expected dividend yield of 0%, expected volatility ranging from 160.35% to 201.38%, risk-free interest rates ranging from 1.09% to 5.46%, and an expected term of 1.35 to 1.5 years.

March 24, 2022

On March 24, 2022, pursuant to the terms of the SPA, GHS purchased an additional 136 shares of Series B Convertible Preferred Stock for gross proceeds of $136,000. The Company paid $2,720 in selling commissions to complete this financing.

On March 24, 2022 (the date of receipt of cash proceeds of $136,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $328,422, $192,422 as day one loss on the derivative, $27,200 as interest expense, and $27,200 as Series B Convertible Preferred Stock mezzanine liability, and $136,000 a loss recorded on issuance as interest expense. The expected term of the derivative in calculating the fair value of derivative liability is eighteen months. The Company recalculated the value of the derivative liability associated with the convertible note in connection with the change in fair market value of the derivative liability and recorded a gain of $17,743 and a loss of $28,720 for the years ended December 31, 2025 and 2024, respectively. In addition, the Company recorded preferred stock dividend expense of $151,147 and $19,638 for the years ended December 31, 2025 and 2024, respectively. The preferred stock dividend payable to GHS for this derivative totaled $205,500 and $54,352 as of December 31, 2025 and 2024. The preferred stock dividend payable at December 31, 2025 included $131,563 of cumulative dividend payable at a default rate of 18% per annum pursuant to the terms of the agreement. GHS waived the cumulative penalty of $213,765 for non-payment of dividend as of December 31, 2025. The Company did not record the waived penalty in its financial statements as of December 31, 2025 and 2024, respectively. Derivative liability payable for this transaction totaled $152,159 and $169,902 as of December 31, 2025 and 2024, and Series B Convertible Preferred Stock mezzanine liability was $163,200 as of December 31, 2025 and 2024, respectively.

The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0004 to $0.0096, the closing stock price of the Company's common stock on the date of valuation ranging from $0.0006 to $0.0018, an expected dividend yield of 0%, expected volatility ranging from 160.35% to 202.70%, risk-free interest rates ranging from 1.55% to 5.46%, and an expected term of 1.48 to 1.5 years.

November 17, 2022

On November 17, 2022, pursuant to the terms of the SPA, GHS purchased an additional 61 shares of Series B Convertible Preferred Stock for gross proceeds of $61,000. The Company paid $1,220 in selling commissions to complete this financing.

On November 17, 2022 (the date of receipt of cash proceeds of $61,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $54,072, $6,928 as day one gain on the derivative, $12,200 as interest expense, $12,200 as Series B Convertible Preferred Stock mezzanine liability, and $61,000 a loss recorded on issuance as interest expense. The expected term of the derivative in calculating the fair value of derivative liability is eighteen months. The Company recalculated the value of the derivative liability associated with the convertible note in connection with the change in fair market value of the derivative liability and recorded a gain of $7,958 and a loss of $12,882 for the years ended December 31, 2025 and 2024, respectively. In addition, the Company recorded preferred stock dividend expense of $56,348 and $8,808 for the years ended December 31, 2025 and 2024, respectively. The preferred stock dividend payable to GHS for this derivative totaled $74,999 and $18,651 as of December 31, 2025 and 2024. The preferred stock dividend payable at December 31, 2025 included $47,564 of cumulative dividend payable at a default rate of 18% per annum pursuant to the terms of the agreement. GHS waived the cumulative penalty of $85,326 for non-payment of dividend as of December 31, 2025. The Company did not record the waived penalty in its financial statements as of December 31, 2025 and 2024, respectively. Derivative liability payable for this transaction totaled $68,248 and $76,206 at December 31, 2025 and 2024, and Series B Convertible Preferred Stock mezzanine liability was $73,200 at December 31, 2025 and 2024, respectively.

The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0004 to $0.0020, the closing stock price of the Company's common stock on the date of valuation ranging from $0.0006 to $0.0022, an expected dividend yield of 0%, expected volatility ranging from 174.58% to 201.59%, risk-free interest rates ranging from 3.68% to 5.46%, and an expected term of 1.5 years.

August 24, 2023

On August 24, 2023, pursuant to the terms of the SPA, GHS purchased 62 shares of Series B Convertible Preferred Stock for gross proceeds of $62,000. The Company paid $1,240 in selling commissions to complete this financing.

On August 24, 2023 (the date of receipt of cash proceeds of $62,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $61,679, $321 as day one gain on the derivative, $12,400 as interest expense, and $12,400 as Series B Convertible Preferred Stock mezzanine liability, and $62,000 a loss recorded on issuance as interest expense. The expected term of the derivative in calculating the fair value of derivative liability is eighteen months.

The Company recalculated the value of the derivative liability associated with the convertible in connection with the change in fair market value of the derivative liability note and recorded a gain of $8,144 and a loss of $13,100 for the years ended December 31, 2025 and 2024, respectively. In addition, the Company recorded preferred stock dividend expense of $50,373 and $8,952 for the years ended December 31, 2025 and 2024, respectively. The preferred stock dividend payable to GHS for this derivative totaled $62,481 and $12,108 as of December 31, 2025 and 2024, respectively. The preferred stock dividend payable at December 31, 2025 included $41,445 of cumulative dividend payable at a default rate of 18% per annum pursuant to the terms of the agreement. GHS waived the cumulative penalty of $75,541 for non-payment of dividend as of December 31, 2025. The Company did not record the waived penalty in its financial statements as of December 31, 2025 and 2024, respectively. Derivative liability payable for this transaction totaled $69,367 and $77,511 as of December 31, 2025 and 2024, and Series B Convertible Preferred Stock mezzanine liability was $74,400 at December 31, 2025 and 2024, respectively.

The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0004 to $0.0014, the closing stock price of the Company’s common stock on the date of valuation ranging from $0.0006 to $0.0015, an expected dividend yield of 0%, expected volatility ranging from 189.98% to 202.70%, risk-free interest rates ranging from 3.48% to 5.46%, and an expected term of 1.5 years.

April 16, 2024

On April 16, 2024, pursuant to the terms of the SPA, GHS purchased 20 shares of Series B Convertible Preferred Stock for gross proceeds of $17,600. The Company paid $2,400 in selling commissions to complete this financing.

On April 16, 2024 (the date of receipt of cash proceeds of $17,600 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $20,324, $321 as day one loss on the derivative, $4,000 as interest expense, and $24,000 as Series B Convertible Preferred Stock mezzanine liability, and $20,000 a loss recorded on issuance as interest expense. The expected term of the derivative in calculating the fair value of derivative liability is one year.

The Company recalculated the value of the derivative liability associated with the convertible note in connection with the change in fair market value of the derivative liability and recorded a gain of $2,419 and a loss of $1,965 for the years ended December 31, 2025 and 2024, respectively. In addition, the Company recorded preferred stock dividend expense of $7,766 and $2,044 for the years ended December 31, 2025 and 2024, respectively. The preferred stock dividend payable to GHS for this derivative totaled $9,810 and $2,044 as of December 31, 2025 and 2024, respectively. The preferred stock dividend payable at December 31, 2025 included $4,886 of cumulative dividend payable at a default rate of 18% per annum pursuant to the terms of the agreement. GHS waived the cumulative penalty of $9,915 for non-payment of dividend as of December 31, 2025. The Company did not record the waived penalty in its financial statements as of December 31, 2025 and 2024, respectively. Derivative liability payable for this transaction totaled $19,870 and $22,289 as of December 31, 2025 and 2024, and Series B Convertible Preferred Stock mezzanine liability was $24,000 as of December 31, 2025 and 2024, respectively.

The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0004 to $0.0009, the closing stock price of the Company’s common stock on the date of valuation ranging from $0.0006 to $0.0014, an expected dividend yield of 0%, expected volatility ranging from 186.23% to 205.33%, risk-free interest rates ranging from 3.48% to 5.18%, and an expected term of 1 year.

October 3, 2024

On October 3, 2024, pursuant to the terms of the SPA, GHS purchased 43 shares of Series B Convertible Preferred Stock and committed an additional 4 shares for services/fees for gross consideration of $43,000. The Company paid $3,860 in selling commissions and legal fees to complete this financing.

On October 3, 2024 (the date of receipt of cash proceeds of $39,140), the Company valued the fair value of the derivative and recorded an initial derivative liability of $43,000, $11,480 as day one loss on the derivative, $8,600 as interest expense, and $51,600 as Series B Convertible Preferred Stock mezzanine liability, and $39,140 a loss recorded on issuance as interest expense. The expected term of the derivative in calculating the fair value of derivative liability is one year.

The Company recalculated the value of the derivative liability associated with the convertible note in connection with the change in fair market value of the derivative liability and recorded a gain of $5,685 and a gain of $2,951 for the years ended December 31, 2025 and 2024, respectively. In addition, the Company recorded preferred stock dividend expense of $15,399 and $1,650 for the years ended December 31, 2025 and 2024, respectively. The preferred stock dividend payable to GHS for this derivative totaled $17,049 and $1,650 as of December 31, 2025 and 2024, respectively. The preferred stock dividend payable at December 31, 2025 included $8,491 of cumulative dividend payable at a default rate of 18% per annum pursuant to the terms of the agreement. GHS waived the cumulative penalty of $21,531 for non-payment of dividend as of December 31, 2025. The Company did not record the waived penalty in its financial statements as of December 31, 2025 and 2024, respectively. Derivative liability payable for this transaction totaled $646,694 and $52,378 as of December 31, 2025 and December 31, 2024, and Series B Convertible Preferred Stock mezzanine liability was $56,400 as of December 31, 2025 and 2024, respectively.

The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0004 to $0.0009, the closing stock price of the Company’s common stock on the date of valuation ranging from $0.0006 to $0.0012, an expected dividend yield of 0%, expected volatility ranging from 182.85% to 201.59%, risk-free interest rates ranging from 3.48% to 4.16%, and an expected term of 1 year.

Series C Convertible Preferred Stock

On January 8, 2024, the Board of Directors of the Company had authorized issuance of up to 5,000 shares of preferred stock, $0.001 per share, designated as Series C Convertible Preferred Stock. Each share of Preferred Stock shall have a par value of $0.001 per share and a stated value of $1,200, subject to the increase set forth in the Certificate of Designation.

Dividends: Each share of Series C Convertible Preferred Stock shall be entitled to receive, and the Company shall pay, cumulative dividends of 12% per annum, payable quarterly, beginning on the Original Issuance Date and ending on the date that such share of Series C Convertible Preferred Share has been converted or redeemed (the “Dividend End Date”). Dividends may be paid in cash or in shares of Series C Convertible Preferred Stock. From and after the issuance date, in addition to the payment of dividends pursuant to Section 3 (a), each Holder shall be entitled to receive, and the Company shall pay, dividends on shares of Series C Convertible Preferred Stock equal to (on an as-if-converted-to-Common-Stock basis) and in the same form as dividends actually paid on shares of the common stock when, as and if such dividends are paid on shares of the common stock. The Company shall pay no dividends on shares of the common stock unless it simultaneously complies with the previous sentence.

Voting Rights: The Holder shall be entitled to vote on an as-converted basis (subject to the Beneficial Ownership Limitation), together with the holders of Common Stock, with respect to any question upon which the holders of Common Stock have the right to vote, except as may be otherwise provided by applicable law. Except as otherwise expressly provided herein or as required by law, the Holders of Series C Preferred Stock and the holders of Common Stock shall vote together and not as separate classes.

Liquidation: Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary (a “Liquidation”), the Holders shall be paid, in preference and prior to any payment made to the holders of the Junior Securities and any other stock ranking in liquidation junior to the Series C Preferred Stock, an amount per share equal to the Stated Value (such amount is referred to herein as the “Liquidation Preference”). If upon a Liquidation Event, the assets to be distributed among the Holders shall be insufficient to permit payment in full to the Holders of the Liquidation Preference, then the entire assets of the Company shall be distributed ratably among such holders in proportion to the full respective Liquidation Preference to which they are entitled.

Conversion: The Holder shall have the right, at any time to convert such shares into Common Stock into that number of shares of common stock (subject to the Beneficial Ownership Limitation (as defined below)) determined by dividing the Stated Value of such share of Series C Preferred Stock by the Optional Conversion Rate (as defined below) (each, and “Optional Conversion”) at a conversion rate of the volume-weighted average price (“VWAP”) for the Company’s common stock for the ten (10) Trading Days immediately preceding the date of such conversion (the “Optional Conversion Rate”). “Trading Days” shall mean a day on which the means the principal markets or exchange on which the common stock is listed or quoted for trading on the date in question is open for business. “Beneficial Ownership Limitation” shall mean 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of Series C Preferred Stock held by the applicable Holder.

No fractional shares of Common Stock shall be issued upon conversion of shares of Series C Preferred Stock. If more than one share of Series C Preferred Stock shall be surrendered, or deemed surrendered, pursuant to subsection (c) above, for conversion at any one time by the same Holder, the number of full shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of such Series C Preferred Stock so surrendered. Any fractional share which would otherwise be issuable upon conversion of any shares of Series C Preferred Stock (after aggregating all shares of Series C Preferred Stock held by each holder) shall be rounded to the nearest whole number (with one-half being rounded upward).

The Company shall reserve, free from preemptive rights, out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the shares of Series C Preferred Stock sufficient shares to provide for the conversion of all outstanding shares of Series C Preferred Stock. All shares of Common Stock which may be issued in connection with the conversion provisions set forth herein will, upon issuance by the Company, be validly issued, fully paid and non-assessable, with no personal liability attaching to the ownership thereof, and free from all taxes, liens or charges with respect thereto.

All shares of Series C Preferred Stock which have been converted shall no longer be deemed to be outstanding and all rights with respect to such shares including the rights to receive dividends and to vote, shall immediately cease and terminate on the Optional Conversion Date, except only the right of the Holder thereof to receive shares of Common Stock in exchange thereof.

The Series C Convertible Preferred Stock is classified as temporary equity, as it is convertible upon issuance at an amount equal to the lowest traded price for the Company’s common stock for the fifteen trading days immediately preceding the date of conversion.

Based on the requirements of ASC 815, Derivatives and Hedging, the conversion feature represents an embedded derivative that is required to be bifurcated and accounted for as a separate derivative liability. The derivative liability is originally recorded at its estimated fair value and is required to be revalued at each conversion event and reporting period. Changes in the derivative liability fair value are reported in operating results each reporting period.

March 1, 2024

On March 1, 2024, a convertible promissory noteholder and the Company mutually agreed to convert the principal balance of $55,000 and accrued interest of $13,825 into a total of 57 shares of Series C Convertible Preferred Stock. The Company valued the fair value of the derivative and recorded an initial derivative liability of $40,668, $425 as contra interest expense, $28,157 as day one gain on the derivative, $68,825 as amortization expense, and $68,825 as Series C Convertible Preferred Stock mezzanine liability. The expected term of the derivative in calculating the fair value of derivative liability is one year.

The Company recalculated the value of the derivative liability associated with this convertible preferred stock in connection with the change in fair market value of the derivative liability and recorded a gain of $9,721 and a loss of $3,226 for the years ended December 31, 2025 and 2024, respectively. The Company recorded $19,471 and $6,859 as preferred stock dividend expense for the years ended December 31, 2025 and 2024, respectively. The Company recorded $26,330 and $6,859 as preferred stock dividend payable as of December 31, 2025 and 2024, respectively. Derivative liability payable for this transaction totaled $39,223 and $43,894 as of December 31, 2025 and 2024, and Series C Convertible Preferred Stock mezzanine liability was $68,400 as of December 31, 2025 and 2024, respectively.

The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0004 to $0.00138, the closing stock price of the Company's common stock on the date of valuation ranging from $0.0006 to $0.0014, an expected dividend yield of 0%, expected volatility ranging from 191.75% to 202.70%, risk-free interest rates ranging from 3.48% to 5.09%, and an expected term of 1 year.

Series D Convertible Preferred Stock

On March 17, 2025, the Board of Directors of the Company had authorized issuance of up to 210 shares of preferred stock, $0.001 par value per share, designated as Series D Convertible Preferred Stock. Each share of Preferred Stock shall have a par value of $0.001 per share and a stated value of $1,200, subject to the increase set forth in the Certificate of Designation.

Dividends: Each share of Series D Convertible Preferred Stock shall be entitled to receive, and the Company shall pay, cumulative dividends of 12% per annum, payable quarterly, beginning on the Original Issuance Date and ending on the date that such share of Series D Convertible Preferred Share has been converted or redeemed (the “Dividend End Date”). Dividends may be paid in cash or in shares of Series D Convertible Preferred Stock. From and after the issuance date, in addition to the payment of dividends pursuant to Section 3 (a), each Holder shall be entitled to receive, and the Company shall pay, dividends on shares of Series D Convertible Preferred Stock equal to (on an as-if-converted-to-Common-Stock basis) and in the same form as dividends actually paid on shares of the common stock when, as and if such dividends are paid on shares of the common stock. Any dividends that are not paid shall continue to accrue and shall entail a late fee which must be paid in cash, at the rate of 18% per annum or lesser rate permitted by applicable law which shall accrue and compound daily from the dividend payment date through and including the date of actual payment in full. Redemption following the event of default shall occur at an amount equaling the product of one hundred thirty-five percent (135%), multiplied by the sum of the stated value, all accrued but unpaid dividends and all other amounts due pursuant to the certificate of designation for all purchased shares. The Holder of Series D Convertible Preferred Stock waived its rights to the event of default of an amount equal to the 135% multiplied by the sum of the stated value of Series D Convertible Preferred Stock for all accrued but unpaid dividends and all other amounts due pursuant to the certificate of designation for all purchased shares. The Company shall pay no dividends on shares of the common stock unless it simultaneously complies with the previous sentence.

Voting Rights: The Holder shall be entitled to vote on an as-converted basis (subject to the Beneficial Ownership Limitation), together with the holders of Common Stock, with respect to any question upon which the holders of Common Stock have the right to vote, except as may be otherwise provided by applicable law. Except as otherwise expressly provided herein or as required by law, the Holders of Series D Preferred Stock and the holders of Common Stock shall vote together and not as separate classes.

Liquidation: Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary (a “Liquidation”), the Holders shall be paid, in preference and prior to any payment made to the holders of the Junior Securities and any other stock ranking in liquidation junior to the Series D Preferred Stock, an amount per share equal to the Stated Value (such amount is referred to herein as the “Liquidation Preference”). If upon a Liquidation Event, the assets to be distributed among the Holders shall be insufficient to permit payment in full to the Holders of the Liquidation Preference, then the entire assets of the Company shall be distributed ratably among such holders in proportion to the full respective Liquidation Preference to which they are entitled.

Conversion: The Holder shall have the right, at any time to convert such shares into Common Stock into that number of shares of common stock (subject to the Beneficial Ownership Limitation (as defined below)) determined by dividing the Stated Value of such share of Series D Preferred Stock by the Optional Conversion Rate (as defined below) (each, and “Optional Conversion”) at a conversion rate of the volume-weighted average price (“VWAP”) for the Company’s common stock for the ten (10) Trading Days immediately preceding the date of such conversion (the “Optional Conversion Rate”). “Trading Days” shall mean a day on which the means the principal markets or exchange on which the common stock is listed or quoted for trading on the date in question is open for business. “Beneficial Ownership Limitation” shall mean 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of Series D Preferred Stock held by the applicable Holder.

No fractional shares of Common Stock shall be issued upon conversion of shares of Series D Preferred Stock. If more than one share of Series D Preferred Stock shall be surrendered, or deemed surrendered, pursuant to subsection (c) above, for conversion at any one time by the same Holder, the number of full shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of such Series D Preferred Stock so surrendered. Any fractional share which would otherwise be issuable upon conversion of any shares of Series D Preferred Stock (after aggregating all shares of Series D Preferred Stock held by each holder) shall be rounded to the nearest whole number (with one-half being rounded upward).

The Company shall reserve, free from preemptive rights, out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the shares of Series D Preferred Stock sufficient shares to provide for the conversion of all outstanding shares of Series D Preferred Stock. All shares of Common Stock which may be issued in connection with the conversion provisions set forth herein will, upon issuance by the Company, be validly issued, fully paid and non-assessable, with no personal liability attached to ownership thereof, and free from all taxes, liens or charges with respect thereto.

All shares of Series D Preferred Stock which have been converted shall no longer be deemed to be outstanding and all rights with respect to such shares including the rights to receive dividends and to vote, shall immediately cease and terminate on the Optional Conversion Date, except only the right of the Holder thereof to receive shares of Common Stock in exchange thereof.

The Series D Convertible Preferred Stock is classified as temporary equity, as it is convertible upon issuance at an amount equal to the lowest traded price for the Company’s common stock for the fifteen trading days immediately preceding the date of conversion.

Based on the requirements of ASC 815, Derivatives and Hedging, the conversion feature represents an embedded derivative that is required to be bifurcated and accounted for as a separate derivative liability. The derivative liability is originally recorded at its estimated fair value and is required to be revalued at each conversion event and reporting period. Changes in the derivative liability fair value are reported in operating results for each reporting period.

March 21, 2025

On March 21, 2025, pursuant to the terms of the SPA, GHS purchased 60 shares of Series D Convertible Preferred Stock for gross consideration of $60,000. The Company paid $9,200 in selling commissions and legal fees to complete this financing.

On March 21, 2025 (the date of receipt of cash proceeds of $50,800), the Company valued the fair value of the derivative and recorded an initial derivative liability of $65,024, $14,224 as day one loss on the derivative, $12,000 as interest expense, and $72,000 as Series D Convertible Preferred Stock mezzanine liability, and $50,800 a loss recorded on issuance as interest expense. The expected term of the derivative in calculating the fair value of derivative liability is one year.

The Company recalculated the value of the derivative liability associated with the convertible note in connection with the change in fair market value of the derivative liability and recorded a loss of $12,946 for the year ended December 31, 2025. In addition, the Company recorded preferred stock dividend expense of $14,374 for the year ended December 31, 2025. The preferred stock dividend payable to GHS for this derivative totaled $14,374 as of December 31, 2025. The preferred stock dividend payable at December 31, 2025 included $7,628 of cumulative dividend payable at a default rate of 18% per annum pursuant to the terms of the agreement. GHS waived the cumulative penalty of $25,326 for non-payment of dividend as of December 31, 2025. The Company did not record the waived penalty in its financial statements as of December 31, 2025 and 2024, respectively. The derivative liability payable for this transaction totaled $77,970 as of December 31, 2025, and Series D Convertible Preferred Stock mezzanine liability was $72,000 at December 31, 2025.

The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise price ranging from $0.0004 to $0.0008, the closing stock price of the Company’s common stock on the date of valuation ranges from $0.0006 to $0.001, an expected dividend yield of 0%, expected volatility ranging from 191.75% to 199.73%, risk-free interest rates ranging from 3.48% to 4.04%, and an expected term of 1 year.

April 10, 2025

On April 10, 2025, pursuant to the terms of the SPA, GHS purchased 45 shares of Series D Convertible Preferred Stock for gross consideration of $45,000. The Company paid $900 in selling commissions and legal fees to complete this financing.

On April 10, 2025 (the date of receipt of cash proceeds of $44,100), the Company valued the fair value of the derivative and recorded an initial derivative liability of $57,220, $12,220 as day one loss on the derivative, $9,000 as interest expense, and $54,000 as Series D Convertible Preferred Stock mezzanine liability, and $45,000 a loss recorded on issuance as interest expense. The expected term of the derivative in calculating the fair value of derivative liability is one year.

The Company recalculated the value of derivative liability associated with the convertible note in connection with the change in fair market value of the derivative liability and recorded a loss of $1,257 for the year ended December 31, 2025. In addition, the Company recorded preferred stock dividend expense of $5,193 for the year ended December 31, 2025. The preferred stock dividend payable to GHS for this derivative totaled $5,193 as of December 31, 2025. The preferred stock dividend payable at December 31, 2025 included $488 of cumulative dividend payable at a default rate of 18% per annum pursuant to the terms of the agreement. The derivative liability payable for this transaction totaled $58,477 as of December 31, 2025, and Series D Convertible Preferred Stock mezzanine liability was $54,000 as of December 31, 2025.

The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise price ranging from $0.0004 to $0.0007, the closing stock price of the Company’s common stock on the date of valuation ranges from $0.0006 to $0.0010, an expected dividend yield of 0%, expected volatility ranging from 191.75% to 199.89%, risk-free interest rates ranging from 3.48% to 3.97%, and an expected term of 1 year.

May 14, 2025 - 1

On May 14, 2025, pursuant to the terms of the SPA, GHS purchased 11 shares of Series D Convertible Preferred Stock for gross consideration of $11,000. The Company paid $220 in selling commissions and legal fees to complete this financing.

On May 10, 2025 (the date of receipt of cash proceeds of $10,780), the Company valued the fair value of the derivative and recorded an initial derivative liability of $13,815, $2,815 as day one loss on the derivative, $2,200 as interest expense, $13,815 as Series D Convertible Preferred Stock mezzanine liability, and $11,000 a loss recorded on issuance as interest expense. The expected term of the derivative in calculating the fair value of derivative liability is one year.

The Company recalculated the value of derivative liability associated with the convertible note in connection with the change in fair market value of the derivative liability and recorded a loss of $479 for the year ended December 31, 2025. In addition, the Company recorded preferred stock dividend expense of $1,111 for the year ended December 31, 2025. The preferred stock dividend payable to GHS for this derivative totaled $1,111 as of December 31, 2025. The preferred stock dividend payable at December 31, 2025 included $109 of cumulative dividend payable at a default rate of 18% per annum pursuant to the terms of the agreement. The derivative liability payable for this transaction totaled $14,294 as of December 31, 2025, and Series D Convertible Preferred Stock mezzanine liability was $13,200 as of December 31, 2025.

The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise price ranging from $0.0004 to $0.0007, the closing stock price of the Company’s common stock on the date of valuation ranges from $0.0006 to $0.0010, an expected dividend yield of 0%, expected volatility ranging from 191.75% to 199.89%, risk-free interest rates ranging from 3.48% to 4.14%, and an expected term of 1 year.

May 14, 2025 - 2

On May 14, 2025, pursuant to the terms of the SPA, GHS purchased 25 shares of Series D Convertible Preferred Stock for gross consideration of $25,000. The Company paid $500 in sales commission and legal fees to complete this financing.

On May 10, 2025 (the date of receipt of cash proceeds of $24,500), the Company valued the fair value of the derivative and recorded an initial derivative liability of $31,399, $6,399 as day one loss on the derivative, $5,000 as interest expense, $13,815 as Series D Convertible Preferred Stock mezzanine liability, and $11,000 a loss recorded on issuance as interest expense. The expected term of the derivative in calculating the fair value of derivative liability is one year.

The Company recalculated the value of derivative liability associated with the convertible note in connection with the change in fair market value of the derivative liability and recorded a loss of $1,089 for the year ended December 31, 2025. In addition, the Company recorded preferred stock dividend expense of $2,526 for the year ended December 31, 2025. The preferred stock dividend payable to GHS for this derivative totaled $2,526 as of December 31, 2025. The preferred stock dividend payable at December 31, 2025 included $248 of cumulative dividend payable at a default rate of 18% per annum pursuant to the terms of the agreement. The derivative liability payable for this transaction totaled $32,487 as of December 31, 2025, and Series D Convertible Preferred Stock mezzanine liability was $30,000 as of December 31, 2025.

The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise price ranging from $0.0004 to $0.0007, the closing stock price of the Company’s common stock on the date of valuation ranges from $0.0006 to $0.0010, an expected dividend yield of 0%, expected volatility ranging from 191.75% to 199.89%, risk-free interest rates ranging from 3.48% to 4.14%, and an expected term of 1 year.

October 30, 2025

On October 30, 2025, pursuant to the terms of the SPA, GHS purchased 35 shares of Series D Convertible Preferred Stock for gross consideration of $35,000. The Company paid $700 in selling commissions and legal fees to complete this financing.

On October 30, 2025 (the date of receipt of cash proceeds of $34,300), the Company valued the fair value of the derivative and recorded an initial derivative liability of $28,724, $6,276 as day one loss on the derivative, $7,000 as interest expense, $7,000 as Series D Convertible Preferred Stock mezzanine liability, and $35,000 a loss recorded on issuance as interest expense. The expected term of the derivative in calculating the fair value of derivative liability is one year.

The Company recalculated the value of derivative liability associated with the convertible note in connection with the change in fair market value of the derivative liability and recorded a loss of $16,758 for the year ended December 31, 2025. In addition, the Company recorded preferred stock dividend expense of $1,099 for the year ended December 31, 2025. The preferred stock dividend payable to GHS for this derivative totaled $1,099 as of December 31, 2025. The preferred stock dividend payable at December 31, 2025 included $243 of cumulative dividend payable at a default rate of 18% per annum pursuant to the terms of the agreement. The derivative liability payable for this transaction totaled $45,482 as of December 31, 2025, and Series D Convertible Preferred Stock mezzanine liability was $42,000 as of December 31, 2025.

The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise price ranging from $0.0005 to $0.0006, the closing stock price of the Company’s common stock on the date of valuation ranges from $0.0005 to $0.0007, an expected dividend yield of 0%, expected volatility ranging from 198.09% to 198.95%, risk-free interest rates ranging from 3.48% to 3.70%, and an expected term of 1 year.

December 2, 2025

On December 2, 2025, pursuant to the terms of the SPA, GHS purchased 34 shares of Series D Convertible Preferred Stock for gross consideration of $34,000. The Company paid $680 in sales commissions and legal fees to complete this financing.

On December 2, 2025 (the date of receipt of cash proceeds of $33,320), the Company valued the fair value of the derivative and recorded an initial derivative liability of $36,821, $2,821 as day one loss on the derivative, $6,800 as interest expense, $6,800 as Series D Convertible Preferred Stock mezzanine liability, and $34,000 a loss recorded on issuance as interest expense. The expected term of the derivative in calculating the fair value of derivative liability is one year.

The Company recalculated the value of derivative liability associated with the convertible note in connection with the change in fair market value of the derivative liability and recorded a loss of $7,362 for the year ended December 31, 2025. In addition, the Company recorded preferred stock dividend expense of $394 for the year ended December 31, 2025. The preferred stock dividend payable to GHS for this derivative totaled $394 as of December 31, 2025. The preferred stock dividend payable at December 31, 2025 included $58 of cumulative dividend payable at a default rate of 18% per annum pursuant to the terms of the agreement. The derivative liability payable for this transaction totaled $44,183 as of December 31, 2025, and Series D Convertible Preferred Stock mezzanine liability was $40,800 as of December 31, 2025.

The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise price of $0.0006, the closing stock price of the Company’s common stock on the date of valuation ranges from $0.0007 to $0.0008, an expected dividend yield of 0%, expected volatility ranging from 174.48% to 198.95%, risk-free interest rates ranging from 3.48% to 3.59%, and an expected term of 1 year.

Series E Preferred Stock

On October 30, 2025, the Board of Directors of the Company had authorized issuance of up to 3,000 shares of preferred stock, $0.001 par value per share, designated as Series E Convertible Preferred Stock. Each share of Preferred Stock shall have a par value of $0.001 per share and a stated value of $1,200, subject to the increase set forth in the Certificate of Designation.

Dividends: Each share of Preferred Stock shall be entitled to receive, and the Corporation shall pay, cumulative dividends of 10% per annum, payable quarterly, beginning on the Original Issue Date and ending on the date that such share of Preferred Share has been converted or redeemed. Dividends may be paid in cash or in shares of Preferred Stock, at the Corporation’s discretion. From and after the initial Closing Date, in addition to the payment of dividends, each Holder shall be entitled to receive, and the Corporation shall pay, dividends on shares of Preferred Stock equal to (on an as-if-converted-to-Common-Stock basis) and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock. The Corporation shall pay no dividends on shares of the Common Stock unless it simultaneously complies with the previous sentence. Any dividends that are not paid a Dividend Payment Date shall continue to accrue and shall entail a late fee (“Late Fees”), which must be paid in cash, at the rate of 12% per annum or the lesser rate permitted by applicable law which shall accrue and compound daily from the Dividend Payment Date through and including the date of actual payment in full.

Voting Rights. The Preferred Stock will vote together with the common stock on an as-converted basis subject to the Beneficial Ownership Limitations. However, as long as any shares of Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Preferred Stock directly and/or indirectly (a) alter or change adversely the powers, preferences or rights given to the Preferred Stock or alter or amend this Certificate of Designation, (b) authorize or create any class of stock ranking as to redemption or distribution of assets upon a Liquidation (as defined in Section 5) senior to, or otherwise pari passu with, the Preferred Stock or, authorize or create any class of stock ranking as to dividends senior to, or otherwise pari passu with, the Preferred Stock, (c) amend its Articles of Incorporation or other charter documents in any manner that adversely affects any rights of the Holders, (d) increase the number of authorized shares of Preferred Stock, or (e) enter into any agreement with respect to any of the foregoing.

Liquidation: Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary (a “Liquidation”), the Holders shall be entitled to receive out of the assets, whether capital or surplus, of the Corporation an amount equal to the Stated Value, plus any accrued and unpaid dividends thereon and any other fees or liquidated damages then due and owing thereon under this Certificate of Designation, for each share of Preferred Stock before any distribution or payment shall be made to the holders of any Junior Securities, and if the assets of the Corporation shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the Holders shall be ratably distributed among the Holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. A Fundamental Transaction or Change of Control Transaction shall not be deemed a Liquidation. The Corporation shall mail written notice of any such Liquidation, not less than forty-five (45) days prior to the payment date stated therein, to each Holder.

Conversion: Each share of Preferred Stock shall be convertible, at any time and from time to time from and after the Original Issue Date at the option of the Holder thereof, into that number of shares of Common Stock (subject to certain limitations) determined by dividing the Stated Value of such share of Preferred Stock by Conversion Price. Holders shall effect conversions by providing the Corporation with the form of conversion notice. Each Notice of Conversion shall specify the number of shares of Preferred Stock to be converted, the number of shares of Preferred Stock owned prior to the conversion at issue, the number of shares of Preferred Stock owned subsequent to the conversion at issue and the date on which such conversion is to be effected, which date may not be prior to the date the applicable Holder delivers by facsimile or email such Notice of Conversion to the Corporation (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion to the Corporation is deemed delivered hereunder. The calculations and entries set forth in the Notice of Conversion shall control in the absence of manifest or mathematical error. To effect conversions of shares of Preferred Stock, a Holder shall not be required to surrender the certificate(s) representing the shares of Preferred Stock to the Corporation unless all of the shares of Preferred Stock represented thereby are so converted, in which case such Holder shall deliver the certificate representing such shares of Preferred Stock promptly following the Conversion Date at issue. Shares of Preferred Stock converted into Common Stock or redeemed in accordance with the terms hereof shall be canceled and shall not be reissued.

Conversion price: The conversion price for the Preferred Stock shall be a fixed price equal to $0.0005. All such foregoing determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such measuring period. Nothing herein shall limit a Holder’s right to pursue actual damages including, but not limited to, as a result of a Triggering Event pursuant to Section 10 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Corporation Redemption: The Corporation shall have the right to redeem, all (but not less than all), shares of the Preferred Stock issued and outstanding at any time after the Original Issue Date, upon three (3) business days’ notice, at a redemption price per Preferred Stock then issued and outstanding (the “Corporation Redemption Price”), equal to the product of (i) the Premium Rate (means 1.10) multiplied by (ii) the sum of (x) the Stated Value, (y) all accrued but unpaid dividends, and (z) all other amount due to the Holder pursuant to this Certificate of Designation and/or any Transaction Document including, but not limited to Late Fees, liquidated damages and the legal fees and expenses of the Holder’s counsel relating to this Certification of Designation, any other Transaction Document and/or the transactions contemplated thereunder and/or hereunder. Notwithstanding the delivery of a Corporation Redemption Notice, a Holder may convert some or all of its shares of Preferred Stock until the date it receives in full Corporation Redemption Price, provided, however, that notwithstanding anything to the contrary provided herein or elsewhere (i) in the event a Holder would be precluded from converting any shares of Preferred Stock, due to the limitation contained in Section 5, the Corporation Redemption Payment Date, for such Holder only, shall automatically be extended by one hundred twenty (120) days (or such shorter period as so provided to the Corporation by the Holder at any time and (ii) if a Mandatory Conversion has occurred prior to the Corporation Redemption Payment Date and for whatever reason including, but not limited to, the Beneficial Ownership Limitation, a Holder still owns Preferred Stock, any such Holder may elect to extend the Corporation Redemption Payment Date as to any or all of such Holder’s Preferred Stock for up to one hundred twenty (120) days following the Corporation Redemption Payment Date to allow such Holder to convert its remaining Preferred Stock into Conversion Shares.

On October 30, 2025, the Company entered into a Debt Exchange Agreement (the “Emmons DEA”) with Clifford L. Emmons, it’s Chief Executive Officer and Director. Pursuant to the Emmons DEA, Mr. Emmons exchanged $387,242 of accrued compensation and unpaid fees owed to him by the Company under various agreements, for 268.529 shares of the Company’s Series E Convertible Preferred Stock (the “Series E Preferred Stock”). In addition to the issuance of the Company’s Series E Preferred Stock, Mr. Emmons agreed to cancel 7,800 shares of Series A Preferred Stock owned by him. The closing of the Emmons DEA occurred on November 5, 2025. The Company recorded $5,599 as dividend payable to Mr. Emmons as of December 31, 2025.

On October 30, 2025, the Company entered into a Debt Exchange Agreement (the “Mitta DEA”) with Vidhyadhar Mitta, it’s former Director. Pursuant to the Mitta DEA, Mr. Mitta exchanged $216,156 of principal and accrued and unpaid interest owed to him by the Company under the 12% Secured Convertible Promissory Note issued to Mr. Mitta on August 2, 2019 for 180 shares of Series E Preferred Stock. In addition to the issuance of the Series E Preferred Stock, Mr. Mitta agreed to cancel 12,000 shares of Series A Preferred Stock owned by him. The closing of the Mitta DEA occurred on November 5, 2025. The Company recorded $3,720 as dividend payable to Mr. Mitta as of December 31, 2025.

On October 30, 2025, the Company entered into a Debt Exchange Agreement (the “McNemar DEA”) with Karen McNemar, it’s former Chief Financial Officer. Pursuant to the McNemar DEA, Ms. McNemar exchanged $323,269 of accrued and unpaid fees owed to her by the Company under various agreements for 269 shares of Series E Preferred Stock. In addition to the issuance of the Series E Preferred Stock, Ms. McNemar agreed to cancel 6,045 shares of Series A Preferred Stock owned by her. The closing of the McNemar DEA occurred on November 5, 2025. The Company recorded $5,559 as dividend payable to Ms. McNemar as of December 31, 2025.

On October 30, 2025, the Company entered into a Debt Exchange Agreement (the “Senior Secured DEA”) with Sergey Gogin and Yvsgramorah, LLC, an entity controlled by Mr. Gogin (the “Senior Secured Holders”). Pursuant to the Senior Secured DEA, the Senior Secured Holders exchanged an aggregate of $522,195 of principal and accrued and unpaid interest owed to the Senior Secured Holders by the Company under the Senior Secured Convertible Note issued to Mr. Gogin on January 22, 2018 (the “Gogin Note”) and the Senior Secured Convertible Note issued to Yvsgramorah, LLC on March 6, 2019 (the “YVS Note,” together, with the Gogin Note, the “Senior Secured Notes”) for an aggregate of 489 shares (the “Senior Secured Shares”) of Series E Preferred Stock. The closing of the Senior Secured DEA occurred on November 5, 2025. The Company recorded $10,106 as dividend payable to Mr. Gogin as of December 31, 2025.

The following table represents the change in the fair value of the derivative liabilities for the year ended December 31, 2025 and 2024, respectively.

As a result of issuance of derivative instruments, the Company recorded a derivative liability of $951,532 and $758,787 as of December 31, 2025 and 2024, Series B Convertible Preferred Stock liability of $699,600 and $694,800 as of December 31, 2025 and 2024, Series C Convertible Preferred Stock liability of $68,400 as of December 31, 2025 and 2024, and Series D Convertible Preferred Stock liability of $252,000 and $0 as of December 31, 2025 and 2024, respectively.

Warrants

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