NOTE 4 - STOCKHOLDERS' DEFICIT

3 Months Ended

Mar. 31, 2025

Notes

NOTE 4 - STOCKHOLDERS' DEFICIT

NOTE 4 – STOCKHOLDERS’ DEFICIT

Preferred Stock

On August 30, 2024, the Company filed a Certificate of Designation for the newly designated Series Quantum Preferred Stock. The number of Series Quantum Preferred Stock designated is 2,000,000. The Series Quantum Preferred Stock contain a liquidation preference over common shareholders equal to 40 times the amount per share to be distributed to the common shareholders. The Series Quantum Preferred Stock is convertible at the option of the Company or the holder into 40 shares of the Company’s common stock, contingent upon the Company having enough authorized shares to effectuate the conversion. In addition, the conversion right shall not become exercisable by the holder until 12 months have elapsed from the date of issuance of the Series Quantum Preferred Stock. The holders of the Series Quantum Preferred Stock have the right to vote on an as-converted-to-common basis, such that one share of Series Quantum Preferred Stock has 40 votes.

On August 29, 2024, the Company issued 1,000,000 shares of Series Quantum Preferred Stock to Sean Michael Brehm in connection with the acquisition of NNN. See Note 3. See Note 6 for subsequent event regarding the return of the 1,000,000 Series Quantum Preferred Shares. Due to the cancellation, the initial transaction recorded at par value.

Employee Options

The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation – Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values.

The Company has adopted a stock option and award plan to attract, retain and motivate its directors, officers, employees, consultants and advisors. Options provide the opportunity to acquire a proprietary interest in the Company and to benefit from its growth. Vesting terms and conditions are determined by the Board of Directors at the time of the grant. The Plan provides for the issuance of up to 15,000,000 common shares for employees, consultants, directors, and advisors.

During the three months ended March 31, 2025 and 2024, $415,819 and $0 was expensed to selling, general and administrative, respectively. As of March 31, 2025, total unrecognized compensation expense from stock options was approximately $1.9 million and is expected to be expensed over 3.1 years. Subsequent to March 31, 2025, five members of the Board of Directors resigned which resulted in the forfeiture of 3,635,000 options and approximately $1 million in total unrecognized compensation expense.

The following is a summary of stock option activity for the three months ended March 31, 2025:

Stock Options Weighted Average Exercise Price Weighted Average Life Remaining

Outstanding, December 31, 2024	6,810,000	$ 0.43	9.45
Issued	-	-	-
Exercised	-	-	-
Expired	-	-	-
Outstanding, March 31, 2025	6,810,000	$ 0.43	9.21
Vested, March 31, 2025	2,542,000	$ 0.43	9.21