NOTE 6 – EQUITY

The Company is authorized to issue 200,000,000 shares of common stock, par value $0.00001 per share, and 10,000,000 shares of preferred stock, par value $0.00001 per share.

As of March 31, 2026, the Company had 57,145,926 shares of common stock issued and outstanding, compared to 52,789,000 shares outstanding as of December 31, 2025.

During the three months ended March 31, 2026, the Company issued an aggregate of 4,356,926 shares of common stock. The issuances were primarily related to capital raising activities, debt conversions, financing fees, and other corporate purposes. All shares were issued pursuant to applicable exemptions from registration under the Securities Act of 1933, as amended.

Issuance of Common Stock

On December 14, 2023, the Board of Directors approved an offering of up to 10,000,000 shares of common stock in a private offering to accredited investors for $0.05 per share. Prior to the year-end, the Company issued 1,000,000 shares in an offering for an investment of $50,000. During the six months ended June 30, the Company completed the private placement by issuing 9,000,000 shares at $0.05 per share which generated $450,000 in proceeds.

On March 19, 2024, the Board of Directors approved an offering of up to 6,000,000 shares of common stock in a private offering to accredited investors for $0.05 per share. During the three months ended June 30, 2024, the Company issued 4,104,000 shares in the offering and raised $205,200 proceeds. The offering of 6,000,000 shares continued until July 14, 2024. During the period from July 1, 2024, through July 14, 2024, the Company sold 197,000 common shares in the offering and raised $9,850 in proceeds.

During the six months ended June 30, 2024, the Company also issued 40,000 shares for services rendered valued at $2,000.

On July 15, 2024, the Company commenced a new offering of 2,000,000 shares at a price of $0.50 per share. During the period from July 15, 2024, to March 31, 2025, the Company sold 242,000 common shares in the offering and raised $121,000 in proceeds.

During the three months ended March 31, 2025, holders of Series A and Series B Preferred Stock converted all outstanding preferred shares into an aggregate of 26,600,000 shares of the Company's common stock. In addition, one shareholder exchanged 500,000 shares of common stock for 500 shares of Series A Preferred Stock. During the same period, the Company issued 2,125,000 shares of common stock to two investor relations firms for services rendered.

As of March 31, 2026, the Company had 500 shares of Series A Preferred Stock outstanding and 4,917 shares of Series B Preferred Stock outstanding. As of March 31, 2026, the Company had 57,145,926 shares of common stock issued and outstanding, compared to 52,789,000 shares outstanding as of December 31, 2025.

During the three months ended March 31, 2026, the Company issued shares of common stock in connection with the conversion of Series B Preferred Stock, the settlement of interest obligations, compensation for services, financing fees, and other corporate financing activities. The Company also issued common stock in connection with previously approved financing and capital formation transactions.

The decrease in Series B Preferred Stock during the quarter resulted from the conversion of 7,000 shares of Series B Preferred Stock into 2,600,000 shares of common stock in accordance with the terms of the Company's Certificate of Designation. These transactions, together with other equity issuances completed during the period, increased the Company's issued and outstanding common shares to 57,145,926 as of March 31, 2026.

Conversions completed in prior periods remain reflected in the Company's capital structure and stockholders' equity accounts as of March 31, 2026.

Issuance of Preferred A Stock

In February 2023, the Board of Directors approved the issuance of one series of preferred stock, the Series A Convertible Preferred Stock (the “Series A Preferred”), for 100,000,000 shares, of which 19,250 shares were issued on May 31, 2024, in exchange for 19,250,000 shares of common stock. During the three months ended September 30, 2024, the Company issued 150 shares of Series A Preferred as a financing fee. On November 18, 2024, 1,700,000 common shares were converted to 1,700 Series A Preferred. As of December 31, 2024, there were 21,100 shares of Series A Preferred outstanding.

During the three months ended March 31, 2025, the 21,100 shares of Series A Preferred Stock then outstanding were converted into 21,100,000 shares of the Company's common stock. In addition, 500,000 shares of common stock were exchanged for 500 shares of Series A Preferred Stock. As a result, 500 shares of Series A Preferred Stock were outstanding as of March 31, 2025.

No additional conversions of Series A Preferred Stock occurred during the three months ended March 31, 2026. Accordingly, as of March 31, 2026 and December 31, 2025, the Company had 500 shares of Series A Preferred Stock issued and outstanding.

The Series A Preferred has the following rights:

Dividends: Each share of Series A Preferred is entitled to receive non-cumulative dividends equal to the amount of dividends that the holder of such share would have received if such share of Series A Preferred were converted into shares of common stock immediately prior to the record date of the dividend declared on the common stock.

Liquidation Preference: The Series A Preferred Stock is entitled to receive, prior to any distribution to any junior class of securities, an amount equal to $0.01 per share, plus any accrued but unpaid dividends, as a liquidation preference before any distribution may be made to the holders of any junior security, including the common stock.

Voting Rights: Each holder of Series A Preferred Stock shall vote with holders of the common stock upon any matter submitted to a vote of shareholders, in which event it shall have the number of votes equal to the number of shares of common stock into which such share of Series A Preferred Stock would be convertible on the record date for the vote or consent of shareholders. 

Voluntary Conversion Rights: Each share of Series A Preferred Stock is convertible into 1,000 shares of common stock.

Mandatory Conversion Rights: The Company may convert all outstanding shares of Series A Preferred Stock into common stock, at the same ratio as the voluntary conversion rights held by the holders, at any time that there are less than 200,000 shares of Series A Preferred Stock outstanding.

Rank: The Series A Preferred ranks senior to the common stock and any other class or series of preferred stock that may be authorized and which is designated as junior to the Series A Preferred Stock.

Issuance of Preferred B Stock

On July 13, 2024, the Board of Directors approved the issuance of a second series of preferred stock, the Series B Convertible Preferred Stock (the “Series B Preferred”), for 10,000,000 shares. During the three months ended March 31, 2025, the Company issued 4,000 shares of Series B Preferred for cash consideration of $200,000, and 1,500 shares of Series B Preferred for consulting services valued at $750,000. As of December 31, 2024 there were 5,500 shares of Series B Preferred outstanding.

During the three months ended March 31, 2025, the 5,500 shares of Series B Preferred Stock then outstanding were converted into 5,500,000 shares of the Company's common stock. As a result, no shares of Series B Preferred Stock were outstanding as of March 31, 2025.

Subsequent to those conversions, the Company issued additional shares of Series B Preferred Stock. As of March 31, 2026 and December 31, 2025, the Company had 4,917 and 11,917 shares of Series B Preferred Stock issued and outstanding, respectively.

The Series B Preferred has the following rights:

Dividends: Each share of Series B Preferred is entitled to receive non-cumulative dividends equal to the amount of dividends that the holder of such share would have received if such share of Series B Preferred were converted into shares of common stock immediately prior to the record date of the dividend declared on the common stock.

Liquidation Preference: The Series B Preferred Stock is entitled to receive, prior to any distribution to any junior class of securities, an amount equal to $0.01 per share, plus any accrued but unpaid dividends, as a liquidation preference before any distribution may be made to the holders of any junior security, including the common stock.

Voting Rights: The Series B Preferred Stock does not have the right to vote on any matter submitted to a vote of shareholders, but is entitled to notice of any shareholder meeting or any action proposed to be taken by shareholders in lieu of a meeting.

Voluntary Conversion Rights: Each share of Series B Preferred is convertible into 1,000 shares of common stock, provided that no holder of Series B Preferred may convert its shares into common stock to the extent the holder would be the beneficial owner of more than 4.99% of the Company’s common stock immediately after the conversion, and further provided that the holder has the right to waive this limitation on at least 61 days prior notice to the Company.

Mandatory Conversion Rights: The Company may convert all outstanding shares of Series B Preferred Stock into common stock, at the same ratio as the voluntary conversion rights held by the holders, at any time that there are less than 200,000 shares of Series B Preferred Stock outstanding.

Rank: The Series B Preferred ranks senior to the common stock and any other class or series of preferred stock that may be authorized and which is designated as junior to the Series B Preferred. The Series B Preferred ranks junior to the Series A Preferred.

On July 24, 2024, the Company changed its Articles of Incorporation and filed a Certificate of Designation to create 10,000,000 shares of Series B Convertible Preferred Stock. The Series B preferred shares are junior to Series B Preferred Stock and have the same rights as Series A Preferred with one exception. Series B preferred holders cannot hold in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the conversion.

Warrants

The Company has outstanding 500,000 Class A Warrants and 500,000 Class B Warrants. The Class A Warrants are exercisable at $1.00 per share until June 20, 2026, and the Class B Warrants are exercisable at $2.50 per share until June 20, 2026. The Class A and B Warrants are exercisable at any time by the holder on a cash or cashless basis, provided that the holder may not exercise the warrants if the holder would own more than 4.99% of the Company immediately following the exercise, provided that the holder has the right to increase such percentage to no more than 9.99% upon at least 61 days prior written notice to the Company.

Reverse Stock Split

On June 5, 2023, the Company effected a 1 for 50,000 reverse split immediately followed by a 500 to 1 forward split. The net impact was a reverse split of 1 for 100. At that time the split was declared the Company had 140,790,867 shares outstanding. Post split there were 3,046,000 shares outstanding. As a result of FINRA policies regarding beneficial ownership of odd lot holders, the Company issued approximately 1,000,000 in excess of the amounts anticipated by the split. This split has been retroactively applied in the financial statement to all prior periods, and all reference to share counts in this report reflect post-split amounts unless specifically stated otherwise.