7. STOCKHOLDERS’ EQUITY

Preferred Stock

On March 13, 2025, the increase in number of preferred shares from 10,000,000 to 31,000,000 having the par value of 0.0001 per share was authorized by written consent of the holders of a majority of our outstanding voting stock.

The Company is authorized to issue 31,000,000 shares of preferred stock, $0.0001 par value per share, of which 4,000,000 have been designated as Series A Preferred Stock, 5,000,000 have been designated as Series B Preferred Stock, 1,000,000 have been designated as Series C Preferred Stock and 20,000,000 have been designated as Series D Preferred Stock.

Series A Preferred Stock

On February 6, 2020, the Company established its Series A Preferred Stock, par value $0.0001, by filing a Certificate of Designation with the Delaware Secretary of State. The Company’s board exercised “blank check” authority to establish classes of preferred stock without approval by shareholders under provision of its original Articles of Incorporation and has designated 4,000,000 shares of Series A Preferred Stock.

The Company may use the Series A Preferred Stock for purpose of asset acquisition or in satisfaction of recognized debt; they are not otherwise available for sale. The Series A Preferred Stock have enhanced voting privileges under certain circumstances; the collective right to appoint elect one director, at the Holders’ option; and conversion-to-common rights at a 5:1 ratio.

As of June 30, 2026 and December 31, 2025, 11,167 shares of Series A Preferred Stock are issued and outstanding.

Series B Preferred Stock

On January 24, 2022, the Company established its Series B Preferred Stock, par value $0.0001, by filing a Certificate of Designation with the Delaware Secretary of State. The Company’s board exercised “blank check” authority to establish classes of preferred stock without approval by shareholders under provision of its original Articles of Incorporation and has designated 5,000,000 shares of Series B Preferred Stock.

The Company may use the Series B Preferred Stock for purpose of asset acquisition or in satisfaction of recognized debt; they are not otherwise available for sale. The Series B Preferred Stock have enhanced voting privileges (10:1); the collective right to appoint elect one director, at the Holders’ option; and conversion-to-common rights at a 10:1 ratio.

As of June 30, 2026 and December 31, 2025, 9,667 shares of Series B Preferred Stock are issued and outstanding.

Series C Preferred Stock

On January 24, 2022, the Company established its Series C Preferred Stock, par value $0.0001, by filing a Certificate of Designation with the Delaware Secretary of State. The Company’s board exercised “blank check” authority to establish classes of preferred stock without approval by shareholders under provision of its original Articles of Incorporation and has designated 1,000,000 shares of Series C Preferred Stock.

The Company may use the Series C Preferred Stock for purpose of asset acquisition or in satisfaction of recognized debt; they are not otherwise available for sale. The Series C Preferred Stock have enhanced voting privileges (1000:1); the collective right to appoint elect one director, at the Holders’ option; and conversion-to-common rights at a 100:1 ratio.

During the six months ended June 30, 2026, there was no issuance of Series C shares.

As of June 30, 2026 and December 31, 2025, 1,000,000 shares of Series C Preferred Stock are issued and outstanding.

Series D Preferred Stock

On July 4, 2024, the Company established its Series D Preferred Stock, par value $0.0001, by filing a Certificate of Designation with the Delaware Secretary of State. The Company’s board exercised “blank check” authority to establish classes of preferred stock without approval by shareholders under provision of its original Articles of Incorporation and has designated 20,000,000 shares of Series D Preferred Stock.

The holders may convert the Series D Preferred Stock to Common Stock at a rate of 100 shares of common stock for each share of Series D Preferred Stock. Each Series D Preferred Stock carries the voting rights equal to 100 shares of Common Stock.

During six months ended June 30, 2026, the Company issued 164,058 shares of Series D Preferred stock valued at $210,000 for compensation.

As of June 30, 2026 and December 31, 2025, 362,393 and 198,335 shares of Series D Preferred Stock are issued and outstanding, respectively.

Common Stock

The Company is authorized to issue 1,250,000,000 shares of Common Stock, $0.0001 par value per share.

During the six months ended June 30, 2026, the Company issued an aggregate of 24,586,449 shares of common stock as follows;

As of June 30, 2026 and December 31, 2025, there were 36,595,174 and 12,008,725 shares of the Company’s common stock issued and outstanding. In addition, as of June 30, 2026 and December 31, 2025, there were 66 shares of the Company’s common stock issuable.

Stock Option

The following is a summary of the change in stock option during the six months ended June 30, 2026:

The intrinsic value of the options as of June 30, 2026, is $0.