NOTE 6 – Equity

Preferred shares

We are authorized to issue 5,000,000 shares of preferred stock. Shares of preferred stock may be issued from time to time in one or more series as may be determined by our Board. The voting powers and preferences, the relative rights of each such series and the qualifications, limitations and restrictions of each series will be established by the Board. Our directors may issue preferred stock with multiple votes per share and dividend rights which would have priority over any dividends paid with respect to the holders of our common stock. In connection with the Charter Amendment (as defined below), the only outstanding preferred stock was converted into common stock. As of the date of this report, there are 2 outstanding shares of preferred stock.

Series D

On December 10, 2025, the Company filed with the Nevada Secretary of State a Certificate of Designation of Series D Preferred Stock. Pursuant to the Series D Preferred Stock Certificate of Designation, the Board designated a new series of the Company’s preferred stock, the Series D Preferred Stock, par value $0.001 per share. The Series D Preferred Stock Certificate of Designation authorized the Company to issue two shares of Series D Preferred Stock. On December 10, 2025, the Company issued to each of the officers one share of Series D Preferred stock.

Pursuant to the Series D Preferred Stock Certificate of Designation, holders of Series D Preferred Stock are entitled to vote together with the holders of common stock on all matters submitted to a vote of shareholders and each share of Series D Preferred Stock entitles the holder to voting power equal to 25.5% of the issued and outstanding shares of the Company’s common stock. The Series D Preferred Stock are not convertible, do not earn dividends, and are not redeemable.

Common shares

As of June 30, 2026, the Company has authorized 7,000,000,000 shares of common stock, par value of $0.001, and, as of June 30, 2026, has issued 4,279,853,240 shares of common stock. All of the common shares have the same voting rights and liquidation preferences.

During the six months ended June 30, 2026, the Company issued 5,000,000 shares of common stock for cash proceeds of $150,010 with a private investor.

During the six months ended June 30, 2026, the Company has issued an aggregate of 16,500,000 shares of restricted common stock for services to outside consultants with an aggregate fair value of $269,500. In addition, the Company issued 10,000,000 shares of restricted common stock to a director of the Company, with a fair value of $37,000. On the date of issuance, the shares are fully earned and non-forfeitable.

During the six months ended June 30, 2026, the Company has issued an aggregate of 63,912,296 shares of restricted common stock for the cashless exercise of an aggregate of 84,000,000 common stock warrants held by 3 warrant holders.

During the six months ended June 30, 2026, the Company has issued an aggregate of 580,971,066 shares of common stock for the conversion of $624,075 in principal on outstanding convertible notes.

Equity Line of Credit Agreement

On September 4, 2025, the Company entered into a Securities Purchase Agreement (the “ELOC Agreement”) with an accredited investor purchaser. Pursuant to the ELOC Agreement, the Company agreed to sell, and the purchaser agreed to purchase up to $50,000,000 (the “Commitment Amount”) of the Company’s common stock, par value $0.001 per share (the “Purchase Shares”).

The transactions contemplated by the ELOC Agreement are subject to the Company registering the Investor’s resale of the Purchase Shares on a registration statement to be filed with the Securities and Exchange Commission (“SEC”). Concurrent with the execution of the ELOC Agreement, the Company entered into a registration rights agreement with the Investor (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company agreed to file a registration statement on Form S-1 (the “ELOC Registration Statement”) with the SEC covering the resale of the Purchase Shares sold under the ELOC, within 45 days of the date of execution of the ELOC Agreement and Registration Rights Agreement and to use its best efforts to have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date. The registration rights granted under the Registration Rights Agreement are subject to certain conditions and limitations and are subject to customary indemnification and contribution provisions.

In connection with entering into the ELOC Agreement, the Company agreed to immediately issue to the purchaser, 25,000,000 restricted shares of common stock as commitment shares. The commitment shares were recorded at their fair value based on the closing price on date of issuance, or $495,000 and are recorded as deferred offering cost and will reduce the net proceeds received once the ELOC shares are sold.

During the six months ended June 30, 2026, the Company has issued 70,781,966 shares of common stock under the ELOC for cash proceeds of $702,125.

Stock Options

On January 22, 2026, as discussed in Note 5, the Company granted to BAIF, or its assignee, the First Mora Option to purchase up to 250,000,000 shares of the Company’s common stock at an exercise price of $0.02 per share. The First Mora Option is fully vested and exercisable upon the grant date and terminates on the earlier of (i) five years following the date of the First Mora Option or (ii) the termination of the JVA. The options were valued using the Black-Scholes option pricing model and determined to have a fair value of $7,999,650 which were recorded as acquisition costs in the accompanying consolidated statement of operations.

On January 22, 2026, as discussed in Note 5, the Company granted to BAIF, or its assignee, the Second Mora Option to acquire 150,000,000 shares of the Company’s common stock at an exercise price of $0.02 per share. The Second Mora Option is fully vested and exercisable as of the grant date and terminates on the earlier of (i) five years following the date of the Second Mora Option or (ii) the termination of the JVA. The options were valued using the Black-Scholes option pricing model and determined to have a fair value of $4,949,786 which were recorded as acquisition costs in the accompanying consolidated statement of operations.

On February 10, 2026, the board of directors of the Company (the “Board”) approved grants to each of Charles Faulkner and Simon Wajcenberg, the Chief Executive Officer and Chief Financial Officer of the Company, respectively, of options to purchase up to 350,000,000 shares of the Company’s common stock at an exercise price equal to the closing sale price of the Company’s common stock as reported by OTC Markets on the trading day immediately preceding the date of grant, exercisable for a term of five years in furtherance of their employment agreements with the Company. Each Stock Option shall be a non-qualified option. 50% of the shares underlying each Stock Option shall become vested and exercisable upon the closing of a purchase agreement between the Company, or the Company’s subsidiaries, and a solid oxide fuel cell supplier for a minimum power capacity of 100 MW, as determined by the Board, and the remaining 50% shall become vested and exercisable upon the closing of an AI data center site sale agreement between the Company, or the Company’s subsidiaries, and a buyer which is for a minimum capacity of 100 MW, as determined by the Board.

The following table summarizes the stock option activity for the six months ended June 30, 2026:

As of June 30, 2026, the Company had 598,337,941 stock options that were exercisable, 700,000,000 that are exercisable upon meeting certain performance vesting conditions and 137,473 that were in dispute. The weighted average remaining life of all outstanding stock options was 3.81 years as of June 30, 2026. The Company has $10,497,922 of value remaining to be expensed based upon completions of milestones. Aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option and the fair value of the Company’s common stock for stock options that were in-the-money at period end. As of June 30, 2026, the intrinsic value for the options vested and outstanding was $0 and $522, respectively.

Stock Warrants

The following table summarizes the stock warrant activity for the six months ended June 30, 2026:

The weighted average remaining life of all outstanding stock warrants was 0.40 years as of June 30, 2026. Aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option and the fair value of the Company’s common stock for stock options that were in-the-money at period end. As of June 30, 2026, the intrinsic value for the warrants vested and outstanding was $0.