STOCKHOLDERS EQUITY (DEFICIT)

9 Months Ended

Sep. 30, 2026

STOCKHOLDERS EQUITY (DEFICIT)

STOCKHOLDERS' EQUITY (DEFICIT)

NOTE 9 – STOCKHOLDERS’ EQUITY (DEFICIT) 

As of September 30, 2026 and December 31, 2025, the Company had 180,673,975 and 221,484,475 shares of common stock issued and outstanding.

On July 1, 2024, the Company’s Board of Directors approved a One for Three Hundred (1-for-450) Reverse Stock Split of the issued and outstanding shares of Common Stock. the financial statements have been retroactively restated to reflect the split.

On October 12, 2023, the Board of Directors authorize an amendment to the articles of Incorporation to specifically increase the authorized shares to One Billion (1,000,000,000), consisting of; (i) Seven Hundred Million (700,000,000) shares of Common Stock, par value $0.0001 per share, Three Hundred Million (300,000,000) shares of preferred stock, par value $0.0001 per share which are issuable in one or more Series; to designate 10,000,000 preferred shares as Series A Preferred Stock and, (iv) to designate 10,000,000 preferred shares as Series B Preferred Stock.

The Series A Preferred Stock shall rank senior to all Common Stock and any other class of securities that is specifically designated as junior to the Series A Preferred Stock however, does not have the right to vote. The Series A Preferred Stock is entitled to receive dividends from the Issuance Date thereof at the annual rate of three percent (3%) of the Original Issue Price, payable by the Board of Directors in quarterly installments. The Dividends shall cease to accrue on shares of Series A Preferred Stock on the date of any Conversion, as set forth herein. Each share of Series A Preferred Stock shall be convertible at the option of the holder after the One (1) Year anniversary of the Issuance Date, into a number of shares of Common Stock determined by dividing (i) the total number of Series A Preferred Shares being converted by (ii) the Conversion Price (the “Conversion Ratio”). The conversion price for the Series A Preferred Stock (the “Conversion Price”) shall be equal to $1.00 per share, which may be adjusted from time to time as hereinafter provided.

Series B Preferred Stock shall rank senior to all Common Stock and pari passu to the Series A Preferred Stock. Each share of Series B Preferred Stock shall be convertible at the option of the Holder thereof at any time, and from time to time, from and after the One (1) Year anniversary of the Issuance Date, into a number of shares of Common Stock determined by dividing (i) the total number of Series B Preferred Shares being converted by (ii) the Conversion Price The conversion price for the Series B Preferred Stock (the “Conversion Price”) shall be equal to $1.00 per share, which may be adjusted from time to time. Series B Preferred Stock shall not have the right to vote on any matters, questions, or proceedings of this Corporation. Holders of the Series B Preferred Stock must hold their Preferred shares for a period one (1) year from the Issuance Date prior to converting their Series B Preferred Shares to Common Shares.

Following the expiration of the Hold Period, the Corporation shall issue to the Holders bonus shares of the Corporation’s Common Stock in such amount to be the number of Series B Preferred held by each Holder by (ii)”). The Board of Directors shall have the authority, in its discretion, to grant the Bonus Shares to the Holders. Each Bonus Share shall constitute a transfer of a restricted Common Share to the Holder, without other payment therefor, as a bonus to the Holder.

On May 7, 2026, the Board of Directors authorize an amendment to the articles of Incorporation to specifically to designate 5,000,000 preferred shares as Series C Preferred Stock

Series C Preferred Stock shall rank senior to all Common Stock and pari passu to the Series A and B Preferred Stock. Each share of Series B Preferred Stock. Series B Preferred Stock shall have the right to vote on any matters, questions, or proceedings of this Corporation at rate of 20 votes per share.

On July 2, 2026, the Company, filed a Certificate of Change with the Secretary of State of the State of Nevada reflecting the foregoing proportional increases in authorized capital stock. As set forth in the Certificate of Change, the Company’s authorized common stock increased from 700,000,000 shares to 3,500,000,000 shares, par value $0.0001 per share, and its authorized preferred stock increased from 300,000,000 shares to 1,500,000,000 shares, par value $0.0001 per share. In connection with the increase in authorized capital stock described above, the Certificate of Change effected a five-for-one (5:1) forward split of the Company’s issued and outstanding shares of Common Stock , pursuant to which each one (1) issued and outstanding share of Common Stock was reclassified into five (5) shares of Common Stock.

On February 17, 2026, a shareholder returned and the Company cancelled 810,500 shares of common stock (post-split) for no consideration.

On March 10, 2026, the Company issued 60,000,000 shares of common stock (post-split) valued at $7,932,000 for certain intangible assets.

On May 18, 2026, a shareholder returned and the Company cancelled 100,000,000 shares of common stock (post-split) in exchange for the issuance of 5,000,000 shares of Series C Preferred stock.