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 March 31, 2026 and December 31, 2025, 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 March 31, 2026 and December 31, 2025, 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 March 31, 2026 and December 31, 2025, 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

Three months ended March 31, 2025

During the three months ended March 31, 2025, the Company issued an aggregate of 300,180 shares of its common stock for services rendered valued at $116,158 based on the underlying market value of the common stock at the date of grant among which 63,140 shares valued at $26,538 were issued to the board of directors for board compensation. No gain or loss was recognized.

During the three months ended March 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 (see Note 10). The 104,500 shares of common stock were valued at an aggregate value of $36,800.

During the three months ended March 31, 2025, the Company issued 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. As the fair value of the shares issued equaled the carrying amount of the note, no gain or loss was recognized. During the three months ended March 31, 2025, the Company also issued 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. As the fair value of the shares issued equaled the carrying amount of the note, no gain or loss was recognized. During the three months ended March 31, 2025, the Company also issued 103,627 shares of its common stock at $0.39 per share in connection with conversion of accounts payable of $40,000. As the fair value of the shares issued equaled the carrying amount of the note, no gain or loss was recognized.

During the three months ended March 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 three months ended March 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.

Three months ended March 31, 2026

During the three months ended March 31, 2026, the Company issued an aggregate of 289,171 shares of its common stock for services rendered valued at $108,375 based on the underlying market value of the common stock at the date of grant among which 75,000 shares valued at $30,000 were issued to the board of directors for board compensation.

During the three months ended March 31, 2026, the Company issued 1,470,588 shares of its common stock in connection with the 2026 Q1 Subscription Agreement. The shares were issued at a purchase price of $0.34 per share for a total purchase price of $500,000.

During the three months ended March 31, 2026, the Company issued 294,118 shares of its common stock at $0.34 per share in connection with conversion of the related party promissory note then outstanding of $100,000. As the fair value of the shares issued equaled the carrying amount of the note, no gain or loss was recognized.

During the three months ended March 31, 2026, the Company issued 2,263,371 shares of its common stock in connection with the acquisition of 12.15% ownership interest in its subsidiary.

During the three months ended March 31, 2026, the Company issued an aggregate of 100,000 shares as consideration to the holders of promissory notes entering into the amended agreements to the promissory notes (see Note 10). The 100,000 shares of common stock were valued at an aggregate value of $40,000.

As of March 31, 2026 and December 31, 2025, the Company had 28,906,559 shares and 24,489,311 shares of common stock issued and outstanding, respectively.