Description

Shares Issued

Aggregate Fair Value / Proceeds

Notes

Conversion of convertible notes payable (principal, accrued interest, and fees)

170,089,806

$317,035

Average contractual conversion price of $0.00186 per share

Stock-based compensation – directors and officers

65,000,000

$337,100

$0.0052 per share (quoted market price on grant dates)

Stock-based compensation – employees

1,000,000

$4,300

$0.0043 per share

Stock-based compensation – consultants

2,250,000

$10,750

$0.00478 per share

Equitization of accrued compensation and consulting fees (see Note 13)

40,000,000

$132,000 (fair value)

Issued at $0.0033 per share to settle $2,834,819 of accrued liabilities; difference recognized as gain on extinguishment and additional paid-in capital as detailed in Note 13

Sale of common stock for cash

500,000,000

$375,000

$0.00075 per share

Commitment shares issued in connection with financing transactions

2,625,000

$18,788

Recorded as debt discount and amortized over the related note terms; the discount was fully amortized by June 30, 2026, including upon repayment or settlement of the related notes.

Total

780,964,806

Description

Shares Issued

Aggregate Fair Value / Proceeds

Notes

Conversion of convertible notes payable (principal, accrued interest, and fees)

63,291,270

$265,823

Average contractual conversion price of $0.0042 per share

Stock-based compensation – directors and officers

73,500,000

$308,700

$0.0042 per share

Stock-based compensation – consultants

14,300,000

$60,860

$0.00426 per share

Stock-based compensation – employees

3,500,000

$14,700

$0.0042 per share

Total

154,591,270

Series

Authorized

Issued & Outstanding June 30, 2026

Issued & Outstanding June 30, 2025

Par Value

Stated Value per Share

Conversion Ratio / Price

Voting Rights

Liquidation Preference

Ranking

Series A Convertible Preferred Stock

20,000,000

13,992,340

13,992,340

$0.001

Initial price $0.25; no stated value

1:1 (see Series A narrative below)

None

Parity with other preferred; senior to Common

Junior to Series D, Series E (if issued), and any expressly senior series; senior to Series B and Common

Series B Convertible Preferred Stock

10,000,000

1,327,670

1,327,670

$0.001

Initial price $0.25; no stated value

1 Series B preferred share : 5 common shares

None

Parity with other preferred; senior to Common

Junior to Series A, Series D, Series E (if issued), and any expressly senior series; senior to Common

Series AA Convertible Preferred Stock

100

4

1

$0.001

N/A

1:1

Class entitled to 51% of votes on all matters

N/A

Senior to all other series

Series D Convertible Preferred Stock

2,000,000

1,444,859

—

$0.001

$1.00

Fixed $0.05 per common share (broad-based weighted average anti-dilution)

None (except as required by Florida law; votes on as converted basis when entitled)

Stated value + accrued dividends

Junior to Series AA and Series E (if issued), and any expressly senior series; senior to Series A, Series B and Common

Series E Convertible Preferred Stock

Number not fixed

—

—

$0.001

$750

15,000 common shares per preferred share ($0.05 fixed)

As-converted (subject to 4.99% beneficial ownership cap)

Stated value + accrued dividends

Junior to Series AA; senior to Series D, Series A, Series B and Common

Series G Governing Preferred Stock

0  - (designation withdrawn September 11, 2026)

—

—

$0.001

N/A

Not convertible

100,000 votes per share

N/A

N/A — designation withdrawn September 11, 2026

Blank-check preferred stock

100,000,100 (remaining after designations, including 100 shares returned from the withdrawn Series G designation)

—

—

$0.001

To be determined

To be determined

To be determined

To be determined

To be determined by Board