NOTE 16: STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred stock

The Company has authorized 10,000,000 shares of preferred stock, with a par value of $0.0001 per share. As of June 30, 2026 and December 31, 2025, the Company had 0 shares of preferred stock issued and outstanding.

Series A Convertible Preferred Stock:

On June 2, 2015, the Company designated 500,000 as Series A Convertible Preferred Stock (“Series A preferred”) at $0.0001 par value. Each Series A preferred share i) shall rank senior in regard to dividend rights, rights of redemption and liquidation to all classes of common stock and any class or series of capital stock of the Company hereafter creates, ii) receive dividends if and when declared by the Company’s board of directors, iii) each share of Series A preferred convertible into 0.386 shares of common and iv) each share of Series A preferred stock is entitled to 8,000 votes for each share of common stock into which Series A preferred could then be converted.

There were no Series A Convertible Preferred Stock transactions during the six months ended June 30, 2026 and 2025. At June 30, 2026 and December 31, 2025, there are no shares of Series A Convertible Preferred Stock outstanding.

Series AA Convertible Preferred Stock:

On December 17, 2020, the Company designated 3,000,000 shares of Series AA Convertible Preferred stock (the “Series AA Preferred”), par value $0.0001, with a stated value of $1.00 per share. Each share of the Series AA Preferred is convertible to common stock at a rate of $0.40 per share, and will have voting rights on an as-converted basis. There are no provisions for coupons or any conversion terms into any form of debt or repayment in cash and therefore these series AA convertible preferred stock is classified as equity accounts.

There were no Series AA Convertible Preferred Stock transactions during the six months ended June 30, 2026 and 2025. At June 30, 2026 and December 31, 2025, there were no shares of Series AA Convertible Preferred Stock outstanding.

Series AAA Convertible Preferred Stock:

On March 31, 2021, the Company designated 70,000 shares of Series AAA Convertible Preferred Stock (the “Series AAA Preferred”), par value $0.0001, with a stated value of $1.00 per share. Each share of the Series AAA Preferred is convertible into ten shares of common stock and will have voting rights on an as-converted basis. There are no provisions for coupons or any conversion terms into any form of debt or repayment in cash and therefore the series AAA convertible preferred stock is classified as equity.

There were no Series AAA Convertible Preferred Stock transactions during the six months ended June 30, 2026 and 2025. At June 30, 2026 and December 31, 2025, there were no shares of Series AAA Convertible Preferred Stock outstanding.

Series AAAA Convertible Preferred Stock:

On September 30, 2021, the Company designated 500,000 shares of Series AAAA Convertible Preferred Stock (the “Series AAAA Preferred”), par value $0.0001, with a stated value of $1.00 per share. On May 24, 2022, the Company designated an additional 500,000 shares of Series AAAA Preferred. Each share of the Series AAAA Preferred is convertible into two shares of common stock, and will have voting rights on an as-converted basis. On May 24, 2022, the Company increased the number of shares designated as Series AAAA Preferred to 1,000,000. Thereafter, the Company further increased the number of shares designated as Series AAAA Preferred bringing the total to 1,005,300. There are no provisions for coupons or any conversion terms into any form of debt or repayment in cash and therefore the series AAAA convertible preferred stock is classified as equity.

There were no Series AAAA Convertible Preferred Stock transactions during the six months ended June 30, 2026 and 2025. At June 30, 2026 and December 31, 2025, there were no shares of Series AAAA Convertible Preferred Stock outstanding.

Common Stock

The Company has authorized 250,000,000 shares of common stock, with a par value of $0.0001 per share. As of June 30, 2026 and December 31, 2025, the Company had 62,560,743 and 56,900,743 shares of common stock issued and outstanding, respectively.

Common stock transactions during the six months ended June 30, 2026

On March 29, 2026, the Company sold 721,875 shares of common stock at a price of $2.00 per share for proceeds of $1,443,750.

On March 31, 2026, the Company issued 9,375 shares of common stock at a price of $2.00 per share to Mossadaq Chughtai, a board member, for the conversion of accrued fees in the amount of $18,750. There was no gain or loss on this transaction as the shares were issued at market value.

On March 31, 2026, the Company issued 9,375 shares of common stock at a price of $2.00 per share to Livian L. Jones, a board member, for the conversion of accrued fees in the amount of $18,750. There was no gain or loss on this transaction as the shares were issued at market value.

On March 31, 2026, the Company issued 9,375 shares of common stock at a price of $2.00 per share to Troy A. Hering, a board member, for the conversion of accrued fees in the amount of $18,750. There was no gain or loss on this transaction as the shares were issued at market value.

On March 31, 2026, the Company issued 4,200,000 shares of common stock, at a price of $2.00 per share, as partial payment for the acquisition of TRINITY Group Construction, Inc. There was no gain or loss as these shares were issued at fair market value.

On May 8, 2026, the Company sold 710,000 shares of common stock at a price of $2.00 per share for proceeds of $1,420,000.

Common stock transactions during the six months ended June 30, 2025

The Company received $250,000 from the sale of 250,000 shares of common stock and warrants to purchase an additional 250,000 shares of common stock at an exercise price of $1.00 per share.

The Company issued 150,000 shares of common stock at a price of $1.00 per share to Directors for the conversion of accrued director’s fees in the amount of $150,000. There was no gain or loss recorded on this transaction as the conversion occurred at the market price at the time of the conversion.

The Company issued 250,000 shares of common stock at a price of $1.00 per share to a related party for the conversion of a note payable in the amount of $250,000. There was no gain or loss recorded on this transaction as the conversion occurred at the market price at the time of the conversion.

The Company issued 180,000 shares of common stock at a price of $1.00 per share to Officers for the conversion of accrued salary in the amount of $180,000. There was no gain or loss recorded on this transaction as the conversion occurred at the market price at the time of the conversion.

Common Stock to be Issued

For the six months ended June 30, 2026

None.

For the six months ended June 30, 2025

The Company has committed to issue 710,220 shares at a price of $0.50 per share for the cashless conversion of 1,775,550 warrants. There was no gain or loss recorded on this transaction as the conversion occurred pursuant to the terms of the warrants.

The Company has committed to issue 700,000 shares of common stock at a price of $0.10 per share for the conversion of Series AAA Preferred Stock. There was no gain or loss recorded on this transaction as the conversion occurred pursuant to the terms of the Series AAA Preferred.

The Company has committed to issue 1,183,700 shares of common stock at a price of $0.50 per share for the conversion of 591,850 shares of Series AAAA Preferred Stock. There was no gain or loss recorded on this transaction as the conversion occurred pursuant to the terms of the Series AAAA Preferred.

The Company has committed to issue 63,630 shares of common stock at a price of $1.00 per share to a related party as compensation. There was no gain or loss recorded on this transaction as the transaction was recorded at the market price of the common stock.

Options

Option activity for the six months ended June 30, 2026

On March 31, 2026, the Company issued 81,000 options to purchase common shares of the Company with an exercise price of $1.00 and a fair value of $125,452. The options vest 1/3 on April 1, 2027, 1/3 on April 1, 2028, and 1/3 on April 1, 2029 and carry an expiration date of April 1, 2032.

On March 31, 2026, the Company issued 50,000 options to purchase common shares of the Company with an exercise price of $1.00 and a fair value of $74,513. The options vest 1/5 on April 1, 2027, 1/5 on April 1, 2028, 1/5 on April 1, 2029, 1/5 on April 1, 2030, and 1/5 on April 1, 2031 and carry an expiration date of April 1, 2031.

The options were valued utilizing the Black-Scholes valuation model with the following assumptions:

Option activity for the six months ended June 30, 2025

None.

The following table summarizes the options outstanding and the related prices for the options to purchase shares of the Company’s common stock issued by the Company as of June 30, 2026:  

Transactions involving options are summarized as follows:

During the three and six months ended June 30, 2026, the Company charged the amount of $14,180 and $14,180, respectively, to operations for the vesting of stock options.

Warrants

Warrant activity for the six months ended June 30, 2026

None.

Warrant activity for the six months ended June 30, 2025

During the six months ended June 30, 2025, in connection with the $250,000 sale of common stock, the Company issued 250,000 warrants to purchase common shares of the Company at $1.00 per share. The value of the warrants was determined using the relative fair value method. The warrants vested upon issuance and carry an expiration date of December 31, 2025. The warrants were exercised for cash proceeds of $250,000.

The following table summarizes the warrants outstanding and the related prices for the warrants to purchase shares of the Company’s common stock issued by the Company as of June 30, 2026:  

Transactions involving warrants are summarized as follows:

Incentive Stock Plan

On February 18, 2021, the Company’s board of directors approved an incentive stock plan (the “2021 Incentive Stock Plan”) in order to provide additional incentive to employees, directors, and consultants. The 2021 Incentive Stock Plan permits the grant of Incentive Stock Options, Non-statutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units and Performance Shares. The maximum number of aggregate shares available for issuance under the 2021 Incentive Stock Plan is 4,000,000. At June 30, 2026 and December 31, 2025, 131,000 and 0 options have been issued pursuant to the 2021 Incentive Stock Plan. 81,000 options have an exercise price of $1.00 per share and vest at a rate of 1/3 at the end of each year, beginning April 1, 2027, for three years and have an expiration date of April 1, 2032, or upon the employee’s termination. 50,000 options have an exercise price of $1.00 per share and vest at a rate of 1/5 at the end of each year, beginning April 1, 2027, for five years and have an expiration date of April 1, 2031, or upon the employee’s termination.