NOTE 7 – STOCKHOLDERS’ EQUITY

As of December 31, 2023, the Company was authorized to issue 5,000,000 shares of its preferred stock in one or more series, of which 1,500,000 were designated “Series B Preferred Stock”. On June 24, 2024, the Board of Directors of the Company approved the designation of one share of preferred stock as “Series A Preferred Stock”. As of March 31, 2026, the Company was authorized to issue 5,000,000 shares of preferred stock, of which 1,500,000 were designated “Series B Preferred Stock” and 1 was designated “Series A Preferred Stock”.

On June 24, 2024, the Board of Directors of the Company approved an increase in the authorized shares of common stock from 100,000,000 to 467,000,000. On March 19, 2025, the Company amended its Articles of Incorporation to increase the number of authorized shares from 467,000,000 to 7,500,000,000 shares. 

As of March 31, 2026 and December 31, 2025 we were authorized to issue 7,500,000,000 shares of common stock.

Common Stock 

As of March 31, 2026 and December 31, 2025 we were authorized to issue 7,500,000,000 shares of common stock, respectively. Each share of common stock has a $0.001 par value. Each share of common stock entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought. The Company had 539,367,487 and 486,895,359 shares of common stock issued and outstanding as of March 31, 2026, and December 31, 2025, respectively.

For the year ended December 31, 2025, the Company issued 58,234,996 shares of common stock issued to settle $363,166 of accounts payable and accrued expenses.

For the year ended December 31, 2025, the Company issued 75,000,000 shares of Common stock issued to settle $225,000 accrued expenses - related party.

For the year ended December 31, 2025, the Company issued 16,666,667 shares of common stock in exchange for consulting services.

For the year ended December 31, 2025, the Company issued 297,002,793 shares of common stock issued for cash and settlement of accrued interest, net of issuance costs in the amount of $1,012,121.

During the three months ended March 31, 2026, the Company completed a Regulation A equity issuance pursuant to which it issued 25,572,128 shares of common stock, par value $0.001 per share, at a purchase price of $0.003 per share for aggregate proceeds of approximately $76.7 thousand. A portion of the proceeds was disbursed at closing to repay certain obligations and pay offering-related legal costs.

During the three months ended March 31, 2026, the Company issued 26,900,000 shares of common stock in connection with the conversion of $21.5 thousand of accrued interest under an outstanding convertible promissory note. The conversion was effected in accordance with the terms of the note and resulted in a reclassification of the accrued interest liability to equity, with no gain or loss recognized upon conversion.

Series A Preferred Stock

As of March 31, 2026 and December 31, 2025 we were authorized to issue 1 shares of Series A Preferred Stock, $0.001 par value. The holder of the Series A Preferred is entitled to cast that number of votes on all matters presented for stockholder vote to the stockholders of the Corporation that when taking into account the votes entitled to be cast by the Series A Preferred stockholder is equal to seventy-five percent (75%) of the total shares authorized to vote on such matter(s) and such holder shall vote along with holders of the Corporation’s Common Stock on such matters. Additionally, the Series A Preferred Stock is convertible into 9,793,754 shares of Company common stock at the option of the holder.

Series B Preferred Stock - Mezzanine Equity

The Series B Preferred Stock is recorded as mezzanine equity in accordance with ASC 480, “Distinguishing Liabilities from Equity”. The Series B Shares are recorded as mezzanine equity in accordance with ASC 480 because the Company may be obligated to issue a variable number of shares at a fixed price known at inception and there is no maximum number of shares that could potentially be issued upon conversion. In this instance, cash settlement would be presumed and the Series B Shares are classified as mezzanine equity in accordance with ASC 480-10-S99. Immediately upon effectiveness of the registration statement registering for resale of all the common stock issuable under the Series B Shares, all outstanding Series B Shares shall automatically convert into common stock. As of March 31, 2026 and December 31, 2025 the Company was authorized to issue 1,500,000 shares of Series B Preferred Stock.