Note 7. Equity

The Company is currently authorized to issue up to 500,000,000 shares of common stock with a par value of $0.001. In addition, The Company is authorized to issue 50,000,000 shares of preferred stock with a par value of $0.001. The specific rights of the preferred stock, when so designated, shall be determined by the board of directors.

Common Stock

As of March 31, 2026 and December 31, 2025, there were 38,890,943 and 38,890,943 shares issued and outstanding, respectively.

Preferred Stock

Series A Convertible Preferred Stock

Our board of directors designated 2,068 shares of our preferred stock as Series A Convertible Preferred Stock (“Series A”) with a par value of $0.001. Series A has liquidation and dividend preferences. Each share of Series A has voting rights equal to the amount of shares of common stock into which the Series A is convertible. Each share of Series A is convertible on a 1 to 1.25 common share basis. As of each of March 31, 2026 and December 31, 2025, there were 2,068 shares of Series A issued and outstanding.

Series B-1 Convertible Preferred Stock

Our board of directors designated 8,619,420 shares of our preferred stock as Series B-1 Convertible Preferred Stock (“Series B-1”) with a par value of $0.001. Series B-1 has liquidation and dividend preferences. Each share of Series B-1 has voting rights 3.2x (times) that of the number of votes that is equal to the number of common stock into which the Series B-1 are convertible. Each share of Series B-1 is convertible on a 1 to 11 common share basis. On September 30, 2023, the Articles of Incorporation of the Company were amended to remove the redemption right of the Series B-1. The Company’s Articles of Incorporation require 51% of the outstanding votes of the Series B-1 to amend or repeal any incorporation documents that would alter the rights or preferences of Series B-1, alter the authorized number of shares of the series, create or issue any classes of preferred stock senior to the Series B-1, amend the company’s bylaws, or enter into a transaction that would result in a change in control. As of March 31, 2026 and December 31, 2025, there are 8,619,420 shares of Series B-1 issued and outstanding.

Effective October 31, 2025, Rowland W. Day II resigned from his positions as President, Chief Financial Officer, Secretary, Chief Legal Officer, and as a member of the Board of Directors of the Company. In connection with his resignation, the Company agreed to enter into a Stock Repurchase Agreement providing for repurchase by the Company from the Trust of up to 4,309,710 shares of the Company’s Series B-1 Preferred Stock and 307,647 shares of common stock, at per-share prices ranging from $0.605-$0.66 for the preferred shares and $0.055-$0.06 for the common shares, depending on the repurchase date.

On March 26, 2026, the Company entered into an amendment to the Stock Repurchase Agreement pursuant to which the Expiration Date was extended to April 10, 2026. As part of the extension of the settlement date, the Company is to pay an additional $100,000 to Rowland as an extension fee. During the period ended March 31, 2026, the Company accrued the $100,000 extension fee and paid $150,000 as a deposit on the stock re-purchase to Rowland. Additionally, $700,000 was wire directly by the noteholder to Rowland as a deposit on the stock re-purchase. As of March 31, 2026, $950,000 was recorded as Series B-1 convertible Preferred shares liability on the statement of stockholder’s equity.

On March 9, 2026, the board of directors approved the issuance of 800,000 share of Series B-1 Convertible Preferred Stock to Mr. Leal as a bonus. The 800,000 shares of Series B-1 convertible preferred stock valued at the at-converted value of $0.13 per share with a fair value of $1,129,920. As of March 31, 2026, the Series B-1 convertible Preferred shares were not issued to the equity holders and as such, the shares were recorded as Series B-1 convertible Preferred liability on the statement of stockholder’s equity.

Series B-2 Convertible Preferred Stock

Our board of directors designated 3,107,438 shares of our preferred stock as Series B-2 Convertible Preferred Stock (“Series B-2”) with a par value of $0.001. On May 1, 2023, the Articles of Incorporation of the Company were amended such that no Series B-2 shares are authorized. Series B-2 have no liquidation or dividend preferences. Each share of Series B-2 has voting rights equal to the amount of shares of common stock the Series B-2 is convertible to and is convertible on a 1 to 1 common share basis and shall automatically be converted into common shares up the Public Offering Closing. As of March 31, 2026 and December 31, 2025, there are no shares of Series B-2 issued and outstanding.

Common Stock Liability

Common stock to be issued for cash

During the period ended March 31, 2026, the Company granted the issuance of 4,722,224 shares of common stock for $650,000 cash. As of March 31, 2026, $50,000 of the proceeds was recorded as subscription receivable. As of March 31, 2026, the common shares were not issued to the equity holders and as such, the common shares were recorded as common stock liability on the statement of stockholder’s equity.

During the period ended March 31, 2026, total amount of shares payable and total value recorded as common stock liability issued for cash was 4,722,224 and $650,000, respectively.

Common stock to be issued for interest

During the period ended March 31, 2026, the Company granted the issuance of 516,000 shares of common stock in lieu of interest on convertible and promissory notes with a fair value of $81,364. As of March 31, 2026, the common shares were not issued to the equity holders and as such, the common shares were recorded as common stock liability on the statement of stockholder’s equity.

During the period ended March 31, 2026, total amount of shares payable and total value recorded as common stock liability issued for interest on notes was 516,000 and $81,364, respectively.

Common stock to be issued for accounts payable settlement

During the period ended March 31, 2026, the Company granted the issuance of 100,000 shares of common stock to settle an accounts payable balance with a fair value of $10,696. The Company recorded a net gain on the settlement of $5,304. As of March 31, 2026, the common shares were not issued to the equity holders and as such, the common shares were recorded as common stock liability on the statement of stockholder’s equity.

During the period ended March 31, 2026, total amount of shares payable and total value recorded as common stock liability issued for accounts payable settlement was 100,000 and $10,696, respectively.

Common stock to be issued for service

During the period ended March 31, 2026, the Company granted the issuance of 40,000 shares to a consultant for service rendered during the period. The shares had a fair value of $5,528, which was recorded as stock-based compensation during the period ended March 31, 2026. As of March 31, 2026, the common shares were not issued to the equity holders and as such, the common shares were recorded as common stock liability on the statement of stockholder’s equity.

During the period ended March 31, 2026, the Company entered into several consultant agreements where the Company granted the issuance of 1,110,238 common shares to the consultant. The shares had a fair value of $181,993, which was recorded as stock-based compensation during the period ended March 31, 2026. As of March 31, 2026, the common shares were not issued to the equity holders and as such, the common shares were recorded as common stock liability on the statement of stockholder’s equity.

On January 1, 2026, the Company entered into a consultant agreement where the consultant will receive 10,000 common shares on a monthly basis beginning on the effective date of the agreement. During the period ended March 31, 2026, the Company granted the issuance of 30,000 common shares to the consultant. The shares had a fair value of $4,509, which was recorded as stock-based compensation during the period ended March 31, 2026. As of March 31, 2026, the common shares were not issued to the equity holders and as such, the common shares were recorded as common stock liability on the statement of stockholder’s equity.

On December 18, 2025, the Company entered into a six month term consultant agreement where the consultant will receive 7,000 common shares on a monthly basis beginning on the effective date of the agreement. During the period ended March 31, 2026, the Company granted the issuance of 21,000 common shares to the consultant. The shares had a fair value of $3,156, which was recorded as stock-based compensation during the period ended March 31, 2026. As of March 31, 2026, the common shares were not issued to the equity holders and as such, the common shares were recorded as common stock liability on the statement of stockholder’s equity.

On August 1, 2025, the Company entered into a consultant agreement where the consultant will receive 7,000 common shares on a monthly basis beginning on the effective date of the agreement. On December 15,2025, the Company entered into an amendment to the consultant agreement to increase the number of monthly common shares to 14,000 common shares per month beginning on January 1, 2026. In 2025, the Company granted the issuance of 35,000 common shares to the consultant. During the period ended March 31, 2026, the Company granted the issuance of 42,000 common shares to the consultant. The shares had a fair value of $6,313, which was recorded as stock-based compensation during the period ended March 31, 2026. As of March 31, 2026, the common shares were not issued to the equity holders and as such, the common shares were recorded as common stock liability on the statement of stockholder’s equity.

On August 1, 2025, the Company entered into a consultant agreement where the consultant will receive 7,000 common shares on a monthly basis beginning on the effective date of the agreement. In 2025, the Company granted the issuance of 35,000 common shares to the consultant. During the period ended March 31, 2026, the Company granted the issuance of 21,000 common shares to the consultant. The shares had a fair value of $3,156, which was recorded as stock-based compensation during the period ended March 31, 2026. As of March 31, 2026, the common shares were not issued to the equity holders and as such, the common shares were recorded as common stock liability on the statement of stockholder’s equity.

During the period ended March 31, 2026, total amount of shares payable and total value recorded as common stock liability issued for service was 1,264,238 and $204,656, respectively.

As of March 31, 2026, the total common stock liability for common stock and vested restricted stock was 8,830,462 shares of common stock.

Restricted Common Stock

On March 30, 2026, the Company granted the issuance of 323,334 restricted common shares to an advisor. 83,334 restricted common shares vest immediately and the remaining balance vests in twelve months equal instalments. The restricted common shares had a fair value of $43,973. $11,332 was recognized as stock-based compensation during the period ended of March 31, 2026. As of March 31, 2026, the 83,334 restricted common shares were fully vested. As of March 31, 2026, the common shares were not issued to the equity holders and as such, the common shares were recorded as common stock liability on the statement of stockholder’s equity.

On November 10, 2025, the Company entered into a service agreement where the Company will grant the issuance of 40,000 restricted common shares to the advisor on or before January 18, 2026. The Company granted the issuance of the restricted common shares on December 12, 2025. The restricted common shares were granted with a six month restriction period. The restricted common shares had a fair value of $9,196. The Company recognized $4,598 as stock-based compensation during the period ended March 31, 2026. As of March 31, 2026, 0 restricted common shares were vested.

On October 1, 2025, the Company granted the issuance of 120,000 restricted common shares to an advisor. The restricted common shares vest in twelve months equal instalments. The restricted common shares had a fair value of $32,280. The Company recognized $8,070 as stock-based compensation during the period ended March 31, 2026. As of March 31, 2026, 60,000 restricted common shares were vested. As of March 31, 2026, the common shares were not issued to the equity holders and as such, the common shares were recorded as common stock liability on the statement of stockholder’s equity.

On December 1, 2024, the Company granted the issuance of 300,000 restricted common shares to an advisor. The restricted common shares vest in twelve months equal instalments. The restricted common shares had a fair value of $141,000, of which was recognized as stock-based compensation in 2025. As of March 31, 2026, the 300,000 restricted common shares were fully vested. As of March 31, 2026, the common shares were not issued to the equity holders and as such, the common shares were recorded as common stock liability on the statement of stockholder’s equity.

Stock Warrants

During the period ended March 31, 2026, the Company issued 3,300,000 common stock warrants with exercise price of $0.08 in conjunction with convertible secured promissory notes agreements. The warrants had a relative fair value of $252,834, which was recorded as a discount on the note. The relative fair value of the warrants was estimated using a black-scholes model with the following assumptions:

Schedule of Fair Value of Warrants Estimated Using Black-Scholes Model 

The following table summarizes the stock warrant activity for the three months ended March 31, 2026:

Schedule of Warrant Outstanding 

As of March 31, 2026 the outstanding and exercisable warrants have a weighted average remaining term of 4.29 with no intrinsic value.

Stock Options

On February 23, 2026, the Company issued 450,000 options to employees. The options issued have a 1one-year term at an exercise price of $0.18. The options issued to the employees vest immediately on the date of issuance. The total fair value of these option grants at issuance was $15,988. The Company valued the stock options using the Black-Scholes model with the following key assumptions:

Schedule of Stock Options Assumptions

During the three months ended March 31, 2026, the Company recognized $106,555 of expense related to outstanding stock options.

The following table summarizes the stock option activity for the three months ended March 31, 2026:

Schedule of Stock Options 

As of March 31, 2026, the outstanding and exercisable options have a weighted average remaining term of 3.87 with an intrinsic value of $0.