NOTE 6 – STOCKHOLDERS’ EQUITY

Preferred Stock

Series E

On April 14, 2021, the Board authorized the issuance of 10,000 shares of the Company’s Series E Preferred Stock and filed a Certificate of Designation (“COD”) of Preferences of the Series E Convertible Preferred Stock with the State of Nevada. The shares of Series E Preferred Stock have a stated value of $1,200 per share and are convertible into shares of common stock at the election of the holder of the Series E Preferred Stock at any time at a price of $0.35 per share, subject to adjustment (the “Conversion Price”). The Series E Preferred Stock is convertible into that number of shares of common stock determined by dividing the Series E Stated Value (plus any and all other amounts which may be owing in connection therewith) by the Conversion Price, subject to certain beneficial ownership limitations. Each holder of Series E Preferred Stock shall be entitled to receive, with respect to each share of Series E Preferred Stock then outstanding and held by such holder, dividends at the rate of twelve percent (12%) per annum, payable quarterly. Each share of Series E Preferred Stock shall be redeemed by the Company on the date that is no later than one calendar year from the date of its issuance. The Series E Preferred Stock are also redeemable at the Company’s option, at percentages ranging from 115% to 125% for the first 180 days, based on the passage of time. The holders of Series E Preferred Stock rank senior to the Common Stock and Common Stock Equivalents (as defined in the Series E Designation) with respect to payment of dividends and rights upon liquidation and will vote together with the holders of the Common Stock on an as-converted basis, subject to beneficial ownership limitations, on each matter submitted to a vote of holders of Common Stock (whether at a meeting of shareholders or by written consent). Based upon a subsequent financing, the holder has the option to exchange (in lieu of conversion), all or some of the shares of Series E Preferred Stock then held for any securities or units issued in a subsequent financing on a $1.00 for $1.00 basis. In the event of a Fundamental Transaction, the holder has the option to request that the Company or the successor entity shall purchase the Preferred Stock from the Holder on the date of such request by paying to the Holder cash in an amount equal to the Black Scholes value. Upon any triggering event as set forth in the COD, including a change in control or the Company shall fail to have available a sufficient number of authorized and unreserved shares of common stock to issue to such holder upon a conversion, each holder shall have the right, exercisable at the sole option of such holder, to require the Company to redeem all of the Series E Preferred Stock then held by such holder for a redemption price, in cash, equal to the Triggering Redemption Amount (150% of the Stated Value and all accrued but unpaid dividends and all liquidated damages, late fees and other costs), and increase the dividend rate on all of the outstanding Preferred Stock held by such Holder to 18% per annum thereafter. Upon any liquidation, dissolution or winding-up of the Company, the holders shall be entitled to receive out of the assets of the Company an amount equal to the stated value, plus any accrued and unpaid dividends and any other fees or liquidated damages then due and owing for each share of Preferred Stock, before any distribution or payment shall be made to the holders of any Junior Securities, and if the assets of the Corporation. Because the preferred shares were mandatorily redeemable as of June 30, 2026 they have been classified as a liability.

Series F

On February 22, 2021, the Board authorized the issuance of 750,000 shares of the Company’s Series F Preferred Stock and filed a Certificate of Designation (“COD”) of Preferences of the Series F Preferred Stock with the State of Nevada. The Series F preferred shares does not include any dividends and does not have liquidation preference. However, each share carries 1,000 votes (voting with common stock as a single class), and after a 3-year lockup, holders can convert all their shares into a flat 8% of the company’s fully-diluted common stock, split-adjustment-proof.

Series G

On December 1, 2023, the Board authorized the issuance of 10,000 preferred shares to be designated as Series G Preferred Stock (“Series G Preferred Stock”). The Series G Preferred Stock has a par value of $0.0001, a stated value of $1,200 and bear dividends at the rate of 8% per annum, payable quarterly, to be paid in cash or in-kind, at the discretion of the Company. The Series G Preferred Stock will vote together with the common stock on an as-converted basis subject to the beneficial ownership limitations. The Series G Preferred Stock is required to be redeemed by the Company no later than one calendar year from the date of its issuance. The Series G Preferred Stock is also redeemable at the option of the Company at any time after the original issued date, upon 3 business days’ notice, at a premium rate which is (a) 1.15 if all of the Series G Preferred Stock is redeemed within 90 calendar days from the issuance date thereof; (b) 1.2 if all of the Series G Preferred Stock is redeemed after 90 calendar days and within 120 calendar days from the issuance date thereof; (c) 1.25 if all of the Series G PS is redeemed after 120 calendar days and within 180 calendar days from the issuance date thereof. The Company shall be permitted to redeem the Series G Preferred Stock at any time in cash upon 3 business days prior notice to the Holder or the Holder may convert the Series G Preferred Stock within 3 business days period prior to redemption. The Holder shall have the right to either redeem for cash or convert the Series G Preferred Stock into common stock within 3 business days following the consummation of a qualified offering. The conversion price is based on the discounted market price which is the lower of: (i) A fixed price equaling the closing bid price for the common stock on the trading day preceding the execution of the SPA ; or (ii) 100% of the lowest volume weighted average price (“VWAP)” for the common stock during 10 trading days preceding the conversion request, subject to adjustment. Because the preferred shares were mandatorily redeemable as of June 30, 2026 they have been classified as a liability.

On June 30, 2026, the Company exchanged 4 shares of Series G preferred stock for the issuance of 60,000,000 common shares.

Series M

On May 6, 2026, the Company signed a Securities Purchase Agreement (SPA) with GHS Investments LLC (“GHS”), for the private placement of a new class of Series M Convertible Preferred Stock. At the Initial Closing, the Company sold 132 shares of Series M Preferred at $1,000 per share for gross proceeds of $132,000 (or $120,000 net of $12,000 in legal fees). In addition, the Company also issued 10 additional “Commitment Shares” as an equity kicker resulting in the issuance of 142 total shares at closing. Up to 230 additional shares may be sold in Additional Closings, at the Purchaser’s discretion, subject to certain Equity Conditions bringing the maximum issuance to 372 Series M shares. Each share has a Stated Value of $1,200.

The preferred shares include the following key terms:

In accordance with ASC 480, Distinguishing Liabilities and Equity and ASC 815, Derivatives and Hedging, the Company concluded that the preferred shares did not contain an embedded derivative and should be classified in temporary equity (as a result of mandatory redemption upon on event of default). Further, as the dividends can be paid in either cash or additional preferred shares the accrued dividends are recognized as an increase in temporary equity.

Series A

The Company’s Series A Convertible Preferred Stock were authorized on August 15, 2018 (5,000,000 shares, $0.0001 par). The series A does not include any dividends, and only a nominal $0.001/share liquidation preference ahead of common. Its voting rights include 60 votes per share, split-adjustment-protected, voting together with common stock on all matters including director elections.

Common Stock

As of June 30, 2026, the Company had 1,400,000,000 shares of common stock authorized with a par value of $0.0001. Of this amount, 1,337,546,746 shares were outstanding.