Between January 7, 2025 and June 27, 2025, in terms of conversion notices received from 5 convertible note holders, the Company issued 300,868,611 shares of common stock for the conversion of $439,108 of convertible debt at a weighted average conversion price of $0.00146 (conversion prices ranging from ($0.0325 to $0.0005) realizing an aggregate loss on conversion of $699,087.

On January 14, 2026, the Board of directors authorized the amendment to the articles of incorporation of the Company to increase the authorized shares of common stock from 1,500,000,000 to 5,000,000,000 shares of common stock. The amendment was registered on January 21, 2026.

The Company has total authorized Common Stock of 5,000,000,000 shares with a par value of $0.0001 each. The Company had 953,362,723 and 710,872,547 shares of Common Stock issued and outstanding as of June 30, 2026 and December 31, 2025, respectively.

On February 3, 2026, in terms of a board resolution the company issued 50,000,000 shares of common stock to its board of directors and CEO. See Restricted stock below.

On February 3, 2026, the Board approved the issuance of 30,000,000 shares of common stock to a consultant, at a fair market price of $0.0126 per share for a total consideration of $378,000.

Between February 9, 2026 and April 29, 2026, in terms of a conversion notice received from a convertible note holders, the Company issued 22,309,353 shares of common stock for the conversion of principal, interest and conversion fees of $133,917 of convertible debt at an average conversion price of $0.006, per share.

On March 12, 2026, the Company entered into a management consulting agreement and granted 3,000,000 shares to the consultant at a fair market price of $0.007 per share, totaling $21,000.

On April 6, 2026, the Company issued 27,180,823 shares of common to settle a legal liability outstanding of $543,616, thereby extinguishing the liability.

On April 14, 2026, the company issued 10,000,000 shares of common stock to an employee of one of our Joint venture partners who will be performing sales and marketing activities for the Jetties joint venture.

On April 24, 2026, the Company issued 100,000,000 shares valued at $600,000 to our joint venture partner in the newly formed FINAP USA joint venture.

On February 3, 2026, The Board of Directors authorized the issue of 50,000,000 shares of common stock, 10,000,000 to each of our two directors and 30,000,000 shares to Mr. Corbett, the Company CEO. The fair value of the shares on the date of grant was $0.0126 per share, totaling $630,000.

A summary of restricted stock activity during the period January 1, 2025 to June 30, 2026 is as follows:

The restricted stock granted, issued and exercisable at June 30, 2026 is as follows:

The Company has recorded an expense and settled outstanding liabilities as follows:

On January 14, 2026, the Board of directors authorized the amendment to the articles of incorporation of the Company to increase the authorized shares of preferred stock from 25,000,000 to 100,000,000 shares of preferred stock. The amendment was registered on January 21, 2026.

The Company has authorized 100,000,000 shares of preferred stock with a par value of $0.0001 authorized. No preferred stock was issued and outstanding as of June 30, 2026 and December 31, 2025.

Certain warrants have anti-dilution price protection which results in a reduction in the exercise price of the warrants. In addition, certain warrants have a full rachet price protection which will result an increase in the amount of shares issuable upon a reduction in exercise price, a Triggering event. On April 29, 2026, a convertible note holder converted the remaining balance of a convertible note into shares of common stock at a conversion price of $0.005 per share, a Triggering event. This resulted in a reduction in the exercise price of warrants exercisable for 19,800,000 shares of common stock to $0.005 per share, resulting in a deemed dividend expense of $573. The full rachet price protection was not triggered by this triggering event.

Between March 16 and May 7, 2026, the Company entered into a Securities Purchase Agreement with three accredited investors. In terms of the Securities Purchase Agreement, the Company issued three-year warrants to purchase an aggregate of 1,250,000 shares of common stock at an exercise price of $0.02 per share and five-year warrants to purchase an aggregate of 21,000,000 shares of Common Stock at an exercise price of $0.01 per share. These warrants have price protection which reduces the exercise price of the warrant for any securities issued at a lower exercise or conversion price, subsequent to the issue date of the warrant as well as adjustments for stock splits, stock combinations, dilutive issuances and similar events). The Company is under no obligation to register the shares of Common Stock underlying the warrants for public resale.

The price protected warrants that had exercise prices revised to $0,005 per share included warrants issued in the prior year which were exercisable for 2,550,000 shares of common stock at an exercise price of $0.01 per share, the warrants, issued during the current year, exercisable for 1,250,000 shares of common stock at an exercise price of $0.02 per share, and warrants, issued during the current year, exercisable for a further 16,000,000 shares of common stock at an exercise price of $0.01 per share. The remaining warrants exercisable for 5,000,000 shares was issued subsequent to the triggering event and is not subject to the price adjustment.

The 2023, 2024, 2025 and 2026 Warrants contain exercise limitations providing that a holder thereof may not exercise the Warrants to the extent that, if after giving effect to such exercise, the holder or any of its affiliates would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the outstanding shares of the Common Stock immediately after giving effect to such exercise. A holder may increase or decrease its beneficial ownership limitation upon notice to the Company provided that in no event such limitation exceeds 9.99%, and that any increase shall not be effective until the 61^st day after such notice.

The fair value of the warrants granted and issued, as described above, were determined by using a Black Scholes valuation model using the following assumptions:

A summary of warrant activity during the period January 1, 2025 to June 30, 2026 is as follows:

The warrants outstanding and exercisable at June 30, 2026 are as follows:

The warrants outstanding have an intrinsic value of $999,772 and $4,528,023 as of June 30, 2026 and December 31, 2025, respectively.

On June 18, 2018, the Company established its 2018 Stock Incentive Plan (the “Plan”). The purpose of the Plan is to promote the interests of the Company and the stockholders of the Company by providing directors, officers, employees and consultants of the Company with appropriate incentives and rewards to encourage them to enter into and continue in the employ or service of the Company, to acquire a proprietary interest in the long-term success of the Company and to reward the performance of individuals in fulfilling long-term corporate objectives. The Plan terminates after a period of ten years in June 2028.

The Plan is administered by the Board or a committee appointed by the Board, who have the authority to administer the Plan and to exercise all the powers and authorities specifically granted to it under the Plan.

The maximum number of securities available under the Plan is 26,667 shares of Common Stock. The maximum number of shares of Common Stock awarded to any individual during any fiscal year may not exceed 100,000 shares of Common Stock.

On October 22, 2021, the Company established its 2021 Stock Incentive Plan (“2021 Plan”). The purpose of the Plan is to promote the interests of the Company and the stockholders of the Company by providing directors, officers, employees and consultants, advisors and service providers of the Company with appropriate incentives and rewards to encourage them to enter into and continue in the employ or service of the Company, to acquire a proprietary interest in the long-term success of the Company and to reward the performance of individuals in fulfilling long-term corporate objectives. The Plan terminates after a period of ten years in August 2031.

The 2021 Plan is administered by the Board or a Compensation Committee appointed by the Board, who have the authority to administer the Plan and to exercise all the powers and authorities specifically granted to it under the Plan.

The maximum number of securities available under the 2021 Plan is 1,766,667 shares of Common Stock.

Under the 2021 Plan the Company may award the following: (i) non-qualified stock options; (ii)) incentive stock options; (iii) stock appreciation rights; (iv) restricted stock; (v) restricted stock unit; and (vi) other stock-based awards.

A summary of option activity during the period January 1, 2025 to June 30, 2026 is as follows:

The options outstanding and exercisable at June 30, 2026 are as follows:

The options outstanding have an intrinsic value of $0 as of June 30, 2026 and December 31, 2025.

The option expense was $1,371 and $1,371 and $2,742 and $19,186 for the three and six months ended June 30, 2026 and 2025, respectively.