v3.26.1
CAPITAL STOCK AND REVERSE STOCK SPLIT
 6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
CAPITAL STOCK AND REVERSE STOCK SPLIT

NOTE 11: CAPITAL STOCK AND REVERSE STOCK SPLIT

 

Changes in Authorized Shares

 

On September 20, 2023, we filed an amendment to its Articles of Incorporation to effect a 1-for-600 reverse stock split of its issued and outstanding shares of common stock, each with $0.001 par value (‘Common Stock’). All per share amounts and number of shares, in the consolidated financial statements and related notes have been retroactively adjusted to reflect the reverse stock split.

 

On August 8, 2025, the Company amended its Articles of Incorporation to increase the number of shares of authorized common stock to 4,443,443,443.

 

Preferred Stock

 

As of June 30, 2026, we are authorized to issue 443,443,443 of Series A Preferred Stock with par value of $0.001.

 

Each share of Series A is the equivalent of 15,000 shares of Common Stock. Our Chief Executive Officer, Jason Remillard, holds 443,429,935 shares of our Series A Preferred Stock. Through his ownership of Series A Preferred Shares, Mr. Remillard has voting control over all matters to be submitted to a vote of our shareholders.

 

During the year ended December 31, 2025 Chief Executive Officer, Jason Remillard converted 13 Series A Preferred Stock into 13,000,000 common stock.

 

As of June 30, 2026 and December 31, 2025, 443,429,935 and 443,429,935 shares of Series A were issued and outstanding, respectively.

 

As of June 30, 2026, we are authorized to issue 80,000 of Series B Preferred Stock with a par value of $10.00

 

Each share of Series B Preferred Stock (i) is convertible into Common Stock at a price per share equal to sixty one percent (61%) of the lowest price for our Common Stock during the twenty (20) days of trading preceding the date of the conversion; (ii) earns dividends at the rate of nine percent (9%) per annum; and, (iii) has no voting rights.

 

As of June 30, 2026 and December 31, 2025, -0- and -0- shares of Series B were issued and outstanding, respectively.

 

Common stock

 

As of June 30, 2026, we are authorized to issue 4,443,443,443 shares of Common stock with a par value of $0.001. All shares have equal voting rights, are non-assessable, and have one vote per share.

 

During the six months ended June 30, 2026, we issued Common stock as follows:

 

  ● 508,375,413 shares issued for conversion of debt;
  ● 76,000,000 shares issued pursuant to a cashless warrant agreement;

 

As of June 30, 2026 and December 31, 2025, 1,313,420,344 and 729,044,931 shares of Common stock were issued and outstanding, respectively.

 

 

Warrants

 

A summary of activity during the six months ended June 30, 2026 follows:

 

   Warrants Outstanding 
       Weighted Average 
   Shares   Exercise Price 
Outstanding, December 31, 2025   616,934   $8.03 
Granted   -    - 
Exercised   -    - 
Forfeited/canceled   -    - 
Outstanding, June 30, 2026   616,922   $8.03 

 

During the six months ended June 30, 2026, 76,000,000 warrants were exercised cashless and we issued 76,000,000 shares of Common stock as a result.

 

The following table summarizes information relating to outstanding and exercisable warrants as of June 30, 2026:

  

Exercisable Warrants Outstanding 
    Weighted Average Remaining   Weighted Average 
Number of Warrants   Contractual life (in years)   Exercise Price 
 26    .07   $21,600.00 
 5    .25   $21,600.00 
 55    .30   $5,929.10 
 124    .48   $4,464.00 
 32    .86   $3,600.00 
 3    .86   $3,600.00 
 270,833    -   $0.60 
 250,000    -   $0.60 
 54,167    -   $0.60 
 41,667    -   $0.60 
 616,922    .45   $3.32