NOTE 4 – STOCKHOLDERS' DEFICIT

Preferred Stock

The Company has authorized 20,000,001 shares of preferred stock, par value $0.001 per share. As of March 31, 2026, one (1) share of Series A Preferred Stock (the "Special 2020 Series A Preferred Control Share") was issued and outstanding, held by an entity controlled by Brent Nelson, following its transfer at closing on February 27, 2026. The Control Share carries 60% voting power in the Company. See Note 7.

Common Stock

The Company has authorized 3,000,000,000 shares of common stock, par value $0.001 per share. As of March 31, 2026 and December 31, 2025, 2,997,301,029 and 2,939,061,314 shares of common stock were issued and outstanding, respectively.

During the three months ended March 31, 2026, the Company issued 42,500,000 shares of common stock pursuant to conversion notices received from holders of outstanding convertible notes.

In January 2026, the Company entered into agreements with third-party service providers in exchange for compensation of 15,739,715 shares of common stock with fair values of $0.014-$.019 per share. Compensation expense totaling $239,055 is included in selling, general and administrative expense in the Company’s statement of operations for the period ended March 31, 2026.

Common Stock Issuable

As of March 31, 2026, the Company has recorded common stock issuable of $240,000 representing 240,000,000 shares of common stock required to be issued under Section 3.3 of the Master Sales Agreement in connection with the Kepler reverse recapitalization that closed on February 27, 2026. These shares are issuable but have not been physically issued as of the balance sheet date. Upon issuance, common stock issuable will be reclassified to common stock.

Prepaid Warrants

Between January 1, 2026, and May 1, 2026, the Company entered into a Master Prepaid Common Stock Purchase Warrant Agreement (the “Agreement”) with Pinnacle Consulting Services, Inc. establishing a prepaid warrant financing facility of up to $3,000,000 (the “Facility”). The warrants issued under the Facility are exercisable for shares of the Company’s common stock at a fixed exercise price of $0.05 per share. The exercise price does not reset, ratchet, or otherwise adjust based on the prevailing market price of the Company’s common stock, and the warrants do not contain variable rate or floating conversion features. Other than a nominal exercise price of $0.0001 upon exercise, the full purchase price for each tranche is prepaid by the Investor at the time of funding.

If the Company, while any warrant is outstanding, (i) pays a stock dividend on the common stock, (ii) subdivides its outstanding common stock into a greater number of shares (including by forward stock split), (iii) combines its outstanding common stock into a smaller number of shares (including by reverse stock split), or (iv) issues any shares in a reclassification or recapitalization of the common stock, then the number of warrant shares issuable on exercise of each warrant and the then-applicable nominal remaining exercise price shall be proportionally adjusted.

If, at any time while any warrant is outstanding, the Company issues or is deemed to issue any shares of common stock (or any securities convertible into, exchangeable for, or exercisable into common stock) at an effective price per share of common stock less than the then-current initial effective purchase price per warrant share, (a “Dilutive Issuance”), then the exercise price shall be reduced, to equal the lower effective price per share.

During the three months ended March 31, 2026, the Company issued prepaid warrants to Pinnacle Consulting Services Inc. in eleven tranches aggregating $513,000 in cash proceeds. The warrants are classified as equity and reported as a component of additional paid-in capital in the Company’s statement of stockholders’ deficit. See Note 7.

 As of the date of this report, an aggregate of approximately $863,000 has been funded through multiple tranches under the Facility. The remaining balance of up to $2,207,000 is available for future funding, subject to the terms and conditions of the Agreement. See Note 12.

 Shares Issued in Reverse Recapitalization

In connection with the closing of the Kepler reverse recapitalization on February 27, 2026, the Company is obligated to issue an additional of common stock to Kepler's former shareholders pursuant to the Share Exchange Agreement. These shares will represent approximately 89.7% of the post-merger outstanding common shares, subject to a restructuring event, and constitute the consideration deemed to have been transferred to the former owners of the legal acquirer (AMFN) under ASC 805-40. See Note 9 for additional information.