NOTE 14 - STOCKHOLDERS’ EQUITY/(DEFICIT)

Convertible Preferred stock

The Company is authorized to issue 600,000 shares of preferred stock with no par value. As of December 31, 2025 and 2024, the Company had 80,000 shares of Series A preferred stock and 160,000 shares of Series B preferred stock issued and outstanding.

As of December 31, 2025 and 2024, each share of Series A preferred stock is entitled to one thousand (1,000) votes and is convertible into one share of common stock. 30,000 shares of Series A Preferred Stock are owned by management. The Series A Preferred Stock is not entitled to dividends and there are no liquidation rights associated with Series A. Each share of Series A Preferred Stock may be converted, at the option of the holder, into one (1) fully paid and nonassessable share of Common Stock, par value $0.001.

As of December 31, 2025 and 2024, each share of Series B stock is entitled to two thousand (2,000) votes and is convertible into one share of common stock. 120,000 shares of Series B Preferred Stock are owned by management. The Series B Preferred Stock is not entitled to dividends and there are no liquidation rights associated with Series B. Each share of Series B Preferred Stock may be converted, at the option of the holder, into one (1) fully paid and nonassessable share of Common Stock, par value $0.001.

Common stock

Year ended December 31, 2024

During the year ended December 31, 2024, the Company issued an aggregate of 2,132,987 shares of its common stock for services rendered valued at $989,655 based on the underlying market value of the common stock at the date of issuance, among which 265,833 shares valued at $135,154 were issued to the board of directors for board compensation. No gain or loss was recognized.

During the year ended December 31, 2024, the Company issued an aggregate of 505,000 shares as consideration to the holders of promissory notes entering into the amended agreements to the promissory notes. The 505,000 shares of common stock were valued at an aggregate value of $201,475. The Company also issued 24,000 shares as additional consideration for the issuance of one promissory note.  The 24,000 shares of common stock were valued at a value of $11,867.

During the year ended December 31, 2024, the Company issued 460,477 shares of its common stock at $1.18 per share in connection with conversion of the promissory note then outstanding of $150,000 and the related party advances of $296,426 and the accrued interest on the promissory note of $7,858 and director fees of $90,000. No gain or loss was recognized. During the year ended December 31, 2024, the Company also issued 224,196 shares of its common stock at $1.18 per share in connection with conversion of director fees of $265,000. No gain or loss was recognized. During the year ended December 31, 2024, the Company also issued 1,105,218 shares of its common stock at $0.35 per share in connection with conversion of the advances from one related party of $357,600 and director fees of $30,000. No gain or loss was recognized. During the year ended December 31, 2024, the Company also issued 164,068 shares of its common stock at $0.32 per share in connection with conversion of accounts payable of $52,600. A gain on settlement of debt of $98 was recognized.

During the year ended December 31, 2024, the Company issued 9,374 shares of its common stock in connection with the 2023 Q4 Lucido Subscription Agreement (as defined below) and the 2023 Q4 Galligan Subscription Agreement (as defined below).

Year ended December 31, 2025

During the year ended December 31, 2025, the Company issued an aggregate of 1,370,636 shares of its common stock for services rendered valued at $480,595 based on the underlying market value of the common stock at the date of issuance, among which 325,208 shares valued at $116,538 were issued to the board of directors for board compensation.

During the year ended December 31, 2025, the Company issued an aggregate of 104,500 shares as consideration to the holders of promissory notes entering into the amended agreements to the promissory notes. The 104,500 shares of common stock were valued at an aggregate value of $36,800.

During the year ended December 31, 2025, the Company issued (i) 1,770,452 shares of its common stock at $0.41 per share in connection with conversion of the promissory note then outstanding of $725,000, (ii) 585,394 shares of its common stock at $0.34 per share in connection with conversion of the promissory note then outstanding of $200,000, (iii) 103,627 shares of its common stock at $0.39 per share in connection with conversion of accounts payable of $40,000, (iv) 582,511 shares of its common stock at $0.36 per share in connection with conversion of the promissory note then outstanding of $212,500, (v) 522,341 shares of its common stock at $0.35 per share in connection with conversion of the promissory note then outstanding of $177,000 and interest payable of $5,819, and (vi) 47,131 shares of its common stock at $0.42 per share in connection with conversion of accounts payable of $20,000. As the fair value of the shares issued equaled the carrying amount of the notes or payable, no gain or loss was recognized.

During the year ended December 31, 2025, one holder of the warrants elected to exercise their warrants on a cashless basis. An aggregate of 234,482 shares of common stock were issued to the holder.

During the year ended December 31, 2025, as part of the consideration paid to the Seller for the purchase of the assets, the Company issued 500,000 shares of the Company’s common stock at $0.31 per share.

During the year ended December 31, 2025, the Company issued 2,000,000 shares of its common stock in connection with the 2025 Q3 SPA. Under the terms of this 2025 Q3 SPA, the shares were issued at a purchase price of $0.35 per share for total gross proceeds of approximately $700,000. Pursuant to the 2025 Q3 SPA, the investors have the right to purchase their pro rata share of new securities being offered or sold by the Company for a period of four years after the date of the 2025 Q3 SPA. Accordingly, on November 20, 2025, the Company issued another 460,315 shares of its common stock. The shares were issued at a purchase price of $0.35 per share for total gross proceeds of approximately $161,110.

During the year ended December 31, 2025, the Company issued 2,908,573 shares of its common stock in connection with the 2025 Q4 Subscription Agreement. The shares were issued at a purchase price of $0.35 per share for total gross proceeds of approximately $1,018,000.

As of December 31, 2025 and 2024, the Company had 24,489,311 shares and 13,299,349 shares of common stock issued and outstanding, respectively.