STOCK HOLDERS' EQUITY (DEFICIT)

9 Months Ended

Sep. 30, 2025

STOCK HOLDERS' EQUITY (DEFICIT)

STOCKHOLDERS' DEFICIT

NOTE 8 – STOCK HOLDERS' EQUITY (DEFICIT)

Common Stock

During the nine months ending September 30, 2025, the Company issued 74,846 shares of common stock as follows:

On February 28, 2025, the Company issued 55,250 restricted shares of common stock for conversion of a $27,625 account payable to Cloud Network Systems Inc. at a conversion rate of fifty cents ($0.50) per share for the total amount owed. The share price on the conversion date was $0.80, which attributed to a loss of $16,630.

On March 28, 2025 the Company issued 8,596 restricted shares of common stock for conversion of a note payable of $4,298 to Vast Capital. The company converted the amount owed at a rate of fifty cents ($0.50) per share. The share price on the conversion date was $0.80, which attributed to a loss of $2,949.

On May 29, 2025 Stephen Bryan Wilson purchased 5,000 shares of restricted common stock at $1.00 per share at the purchase price of $5,000.  The share price on the purchase date was $1.

On August 20, 2025 Larry Helwig purchased 6,000 shares of restricted common stock at $0.50 per share at the purchase price of $3,000.  The share price on the purchase date was $0.72, which attributed to a loss of $1,272.

Equity Incentive Plan

The Company’s 2006 Equity Incentive Plan, as amended and restated (the “Equity Incentive Plan”), provides for grants of stock options, as well as grants of stock, including restricted stock. Approximately 3.0 million shares of common stock are authorized for issuance under the Equity Incentive Plan, of which 3.0 million shares were available for issuance as of September 30, 2025.

Preferred Stock

The Company has designated 1,000 shares of its preferred stock as Series A Preferred Stock. Each share of Series A Preferred shall have no dividend, voting or other rights except for the right to elect Class I Directors. As of September 30, 2025, the Company has 1,000 shares of Series A Preferred Stock outstanding.