NOTE 15 - STOCKHOLDERS’ EQUITY

The Company is authorized to issue 10,000,000 shares of it $0.001 par value preferred stock and 100,000,000 shares of its $0.001 par value common stock. On October 26, 2020, the Board of Directors (the Board), authorized the Company to amend the Articles of Incorporation of the Corporation to increase the authorized capital stock of the Corporation to 1,010,000,000 shares, of which 1,000,000,000 shall be authorized as common shares and 10,000,000 shall be authorized as preferred shares. Additionally, the Board authorized the execution of a reverse split of the issued and outstanding shares of the Corporation’s common stock at a ratio of up to one post-split share per twenty-five pre-split shares (1:25) at a time and exact ratio amount the Board of Directors deems appropriate. On May 25, 2021, with an effective date of May 25, 2021, the Company filed with the Secretary of State of the State of Nevada, a Certificate of Amendment to the Articles of Incorporation to decrease the Company’s authorized shares of common stock from 1,000,000,000 to 150,000,000 shares. On September 27, 2021, FINRA approved a 1-for-8 reverse stock split of the Company’s common stock that was approved by the Company’s Board of Directors. The Company’s equity transactions have been retroactively restated to reflect the effect of the stock split.

The Company has also designated 76,000 shares of Series A Preferred Stock. Each share of Series A Preferred Stock is convertible, at any time, at the option of the holder, into five shares of our common stock and one warrant to purchase one share of our common stock at $1.00 per share. All Preferred Stock automatically converts into shares of the Company’s common stock and warrants after three years from the original issue date of the Preferred Stock. On

February 19, 2020 the Company converted the 76,000 outstanding Series A preferred shares, based on the automatic conversion terms into 380,000 common shares and 76,000 warrants have been issued.

On August 13, 2024, the Company redeemed 10,000 series B preferred shares that were immediately cancelled.

On January 18, 2024, the Company issued 1,050,000 shares pursuant to amendments to a related party promissory note which were made on October 20, 2021, which had been recorded as stock payable.

On March 15, 2024, the Company issued 3,000,000 shares for a notice of conversion of a promissory note dated January 19, 2024.

On March 15, 2024, the Company issued 750,000 shares for services.

On April 5, 2024, the Company issued 36,893,398 shares to convert certain related party convertible notes dated July 26, 2022, June 15, 2023 and July 25, 2023.

On April 11, 2024, the Company issued 3,857,143 share pursuant to a promissory note amendment and conversion dated April 3, 2024.

On April 11, 2024 the Company issued 1,000,000 shares for services.

On April 22, 2024, the Company entered into a consulting agreement with an individual for a six-month period. As compensation, the Company will issue 300,000 shares of common stock to Mr. Jacques immediately upon signing the agreement.

On May 7, 2024, the Company issued 100,000 shares of common stock valued at $47,835, which was recorded in the prior year in Stock payable as an incentive to enter into a certain note payable.

On May 9, 2024, the Company issued 7,002,740 shares of common stock for the conversion of $350,000 in principal and $140,192 in accrued interest on a convertible note.

On August 6, 2024, the Company issued 600,000 shares of common stock that were recorded in the prior year in stock payable for services rendered.

On August 19, 2024, the Company cancelled 1,000,000 shares of common stock that had been issued to an entity under control of a related party.

On September 3, 2024, the Company issued 156,667 shares of common stock to convert advances from a related party of $23,500.

From July 1 through December 31, 2024, the Company issued 15,585,000 shares of common stock for services.

During the year ended December 31, 2024, the Company issued 16,890,000 shares of common stock as financing incentives. The Company recognized $4,524,200 in financing incentive expense (see Note 12).

During the year ended December 31, 2024, the Company issued 2,950,000 shares of common stock pursuant to nine subscription agreements for $272,500 in cash.

On January 1, 2025, the Company issued 200,000 shares for services pursuant to a consulting agreement.

On January 19, 2025, the Company issued 150,000 shares per a subscription agreement at $0.10 per share for $15,000 in cash.

On January 28, 2025, the Company issued 100,000 shares for services pursuant to three consulting agreements.

On January 30, 2025, the Company issued 100,000 shares per a subscription agreement at $0.15 per share for $15,000 in cash.

On February 1, 2025, the Company issued 200,000 shares for services pursuant to a consulting agreement.

On February 4, 2025, the Company issued 100,000 shares per a subscription agreement at $0.15 per share for $15,000 in cash.

On February 4, 2025, the Company issued 120,000 shares for services pursuant to two consulting agreements.

On February 10, 2025, the Company issued 1,000,000 shares for services pursuant to a consulting agreement.

On February 17, 2025, the Company issued 25,000 shares for services pursuant to a consulting agreement.

On February 19, 2025, the Company issued 70,000 shares per a subscription agreement at $0.15 per share for $10,500 in cash.

On March 5, 2025, the Company issued 100,000 shares for services pursuant to a consulting agreement.

On March 31, 2025, the Company issued 743,840 shares to the royalty note participants as financing incentives for entering the program.

On April 1, 2025, the Company issued 185,000 shares of common stock as financing incentives to encourage the lender to enter a new note agreement.

On April 1, 2025, the Company issued 200,000 shares for services pursuant to a consulting agreement.

On April 4, 2025, the Company issued 150,000 shares per a subscription agreement at $0.15 per share for $22,500 in cash.

On May 1, 2025, the Company issued 200,000 shares for services pursuant to a consulting agreement.

On June 7, 2025, the Company issued 100,000 shares for services pursuant to a consulting agreement.

On June 30, 2025, the Company issued 100,000 shares per a subscription agreement at $0.05 per share for $5,000 in cash.

On July 1, 2025, the Company issued 200,000 shares for services pursuant to a consulting agreement.

On August 1, 2025, the Company issued 200,000 shares for services pursuant to a consulting agreement.

On August 8, 2025, the Company issued 400,000 shares of common stock as financing incentives to encourage the lender to extend a note agreement.

On October 1, 2025, the Company issued 200,000 shares for services pursuant to a consulting agreement.

On November 1, 2025, the Company issued 200,000 shares for services pursuant to a consulting agreement.

On December 5, 2025, the Company issued 250,000 shares per a subscription agreement at $0.10 per share for $25,000 in cash.

On December 31, 2025, the Company repurchased 4,859,120 shares of common stock at par value of $0.001 per share for $4,859 in cash (no other consideration was given and is consistent with the terms of the repurchase agreement.) and immediately cancelled these shares.