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Stockholders’ Equity

12 Months Ended

Dec. 31, 2025

10	STOCKHOLDERS’ EQUITY

Common Stock

The Company has total authorized Common Stock of 1,500,000,000 shares with a par value of $0.0001 each. The Company had 710,872,547 and 19,081,446 shares of Common Stock issued and outstanding as of December 31, 2025 and December 31, 2024, respectively.

On October 3, 2025, the Company filed restated articles of incorporation with the Secretary of State of the State of Nevada, increasing the authorized capital of the company to 1,600,000,000 shares, of which 1,500,000,000 are designated as common stock and 100,000,000 is designated as preferred shares. The amendment to the articles of incorporation was approved by majority written consent of the shareholders in terms of Nevada Revised Statutes and became immediately effective upon filing.

Between August 6, 2024 and December 6, 2024, in terms of conversion notices received from 4 convertible note holders, including the RRH Note 2 described above, the Company issued 5,261,557 shares of common stock for the conversion of $441,971 of convertible debt at a conversion price of $0.084 per share, realizing an aggregate loss on conversion of $170,246.

Between January 7, 2025 and December 22, 2025, in terms of conversion notices received from 9 convertible note holders, the Company issued 412,041,101 shares of common stock for the conversion of principal of $1,034,587 and interest of $247,137, totaling $1,281,724 of convertible debt at a weighted average conversion price of $0.003111 (conversion prices ranging from ($0.0325 to $0.0005) realizing an aggregate loss on conversion of $1,428,517.

On June 27, 2025, the Company entered into a management consulting agreement and granted 250,000 shares to the consultant at a fair market price of $0.0031 per share, totaling $775.

On September 28, 2025, the Company entered into a management consulting agreement and granted 2,000,000 shares to the consultant at a fair market price of $0.0235 per share, totaling $47,000.

On October 21, 2025, the Company issued 200,000,000 shares of common stock valued at $4,200,000 to induce Brant Point Solutions to utilize its existing contracts and arrangements to provide its payment solution technology to the Jetties Partners, LLC entered into as disclosed in note 5 above.

On December 9, 2025, the Company issued 10,000,000 shares of common stock to certain warrant holders in exchange for the cancellation of warrants exercisable for 1,853,425,066 shares of common stock at exercise prices ranging from $0.0005 per share to $4.50 per share.

Restricted stock awards

On August 19, 2025, The Board of Directors authorized the issue of 67,500,000 shares of common stock to various parties, including 25,000,000 shares to Mr. Corbett, the Company CEO. The fair value of the shares on the date of grant was $0.0037 per share, totaling $249,750.

A summary of restricted stock activity during the period January 1, 2024 to December 31, 2025 is as follows:

	Total restricted shares		Weighted average fair market value per share		Total unvested restricted shares		Weighted average fair market value per share		Total vested restricted shares		Weighted average fair market value per share
Outstanding January 1, 2024		783,167	$	1.5000		-	$	-		783,167	$	1.50
Granted and issued		-		-		-		-		-		-
Forfeited/Cancelled		-		-		-		-		-		-
Vested		-		-		-		-		-		-
Outstanding December 31, 2024		783,167	$	1.5000		-	$	-		783,167	$	1.50
Granted and issued		67,500,000		0.0037		-		-		67,500,000		0.0037
Forfeited/Cancelled		-		-		-		-		-		-
Vested		-		-		-		-		-		-
Outstanding December 31, 2025		68,283,167	$	0.0207		-	$	-		68,283,167	$	0.0207

The restricted stock granted, issued and exercisable at December 31, 2025 is as follows:

		Restricted Stock Granted and Vested
Grant date Price		Number Granted		Weighted Average Fair Value per Share
$	0.0037		67,500,000		0.0037
$	1.4700		683,167	$	1.4700
$	1.5000		33,333		1.5000
$	1.6500		66,667		1.6500
			68,283,167	$	0.0207

The Company has recorded an expense of $249,750 and $0 for the year ended December 31, 2025 and 2024, respectively.

Preferred Stock

The Company has authorized 100,000,000 shares of preferred stock with a par value of $0.0001 authorized. No preferred stock was issued and outstanding as of December 31, 2025 and December 31, 2024.

As discussed above, the authorized capital of the company to 1,600,000,000 shares, of which 1,500,000,000 are designated as common stock and 100,000,000 is designated as preferred shares.

Warrants

On March 4, 2024, the Company entered into a Securities Purchase Agreement with an accredited investor. In terms of the Securities Purchase Agreement, the Company issued a five-year warrant to purchase an aggregate of 357,764 shares of the Common Stock at an exercise price of $0.345 per share (as adjusted for stock splits, stock combinations, dilutive issuances and similar events). The Company is under no obligation to register the shares of Common Stock underlying the Note or the Warrant, for public resale.

On March 14, 2024, the Company extended the maturity date of 11 convertible notes maturing between February 13, 2024 and February 23, 2024 by an additional six months and as compensation for the extension, the note holders were issued warrants exercisable for 387,673 shares of Common Stock at an exercise price of $0.345 per share.

Between May 3, 2024 and May 28, 2024, the Company entered into a Securities Purchase Agreements with four accredited investors. In terms of the Securities Purchase Agreement, the Company issued five-year warrants to purchase an aggregate of 468,738 shares of the Common Stock at an exercise price of $0.345 per share (as adjusted for stock splits, stock combinations, dilutive issuances and similar events). The Company is under no obligation to register the shares of Common Stock underlying the Note or the Warrant, for public resale.

On May 4, 2024, the maturity date of two notes totaling $225,000 which originally matured on December 31, 2023 and which maturity dates were extended to March 30, 2024, on May 4, 2024, the maturity date of the $200,000 note was further extended to June 14, 2024, and the maturity date of the $25,000 note was further extended to June 30, 2024. In exchange for the maturity date extension, on June 14, 2024, the Company issued to note holders warrants exercisable for 292,463 shares of Common Stock at an exercise price of $0.345 per share.

On August 6, 2024, the Company received a conversion notice from an accredited investor pursuant to which $13,833 of the remaining principal, interest and late payment penalty under the note was converted into 164,679 shares of Common Stock at a conversion price of $0.084 per share. As a result of the conversion of the note, all other outstanding warrants of the Company that contain price-based anti-dilution protection had the exercise price of such warrants adjusted to $0.084 per share and certain warrants of the Company that contain “full ratchet” anti-dilution price protection had the number of shares exercisable for such warrants increased by the full ratchet provision and the conversion prices of such warrants adjusted to $0.084 per share.

Certain warrants exercisable for 3,145,342 shares of common stock at an exercise price of $0.345 per share, have a full ratchet provision which resulted in an increase in the number of shares of Common Stock exercisable for such warrants by 9,773,028 to a total number of shares of Common Stock exercisable for such warrants of 12,918,370. In addition to this, certain warrants exercisable for 457,897 shares of common stock have exercise price protection which will reduce the exercise price of these warrants to $0.084 per share from $0.345 per share, resulting in a decrease in potential proceeds receivable from the exercise price of such warrants by $119,511. This resulted in a fair value adjustment charge of $2,478,211 of which $2,051,405 was recorded as a charge to the statement of operations as it related to warrants subject to derivative liability treatment and $426,807 was recorded as a deemed dividend expense, as it related to a down round adjustment to the price of a warrant issued during the current year.

On October 22, 2024, the Company entered into a Securities Purchase Agreements with an accredited investor. In terms of the Securities Purchase Agreement, the Company issued five-year warrants to purchase an aggregate of 289,855 shares of the Common Stock at an exercise price of $0.345 per share (as adjusted for stock splits, stock combinations, dilutive issuances and similar events). The Company is under no obligation to register the shares of Common Stock underlying the Note or the Warrant, for public resale.

On January 7, 2025 and February 20, 2025, the Company entered into a Securities Purchase Agreements with one accredited investor. In terms of the Securities Purchase Agreements, the Company issued five-year warrants to purchase an aggregate of 2,654,761 shares of the Common Stock at an exercise price of $0.084 per share (as adjusted for stock splits, stock combinations, dilutive issuances and similar events). The Company is under no obligation to register the shares of Common Stock underlying the Note or the Warrant, for public resale.

Between April 29, 2025 and July 24, 2025, the Company entered into Securities Purchase Agreements with two accredited investors. In terms of the Securities Purchase Agreements, the Company issued five-year warrants to purchase an aggregate of 50,000,000 shares of the Common Stock at an exercise price of $0.005 per share (as adjusted for stock splits, stock combinations, dilutive issuances and similar events). The Company is under no obligation to register the shares of Common Stock underlying the Note or the Warrant, for public resale.

On March 20, 2025, the Company received a conversion notice from an accredited investor, pursuant to which $2,670 was converted into 2,416,289 equity at a conversion price of $0.001105, As a result of the conversion, all other outstanding promissory notes and warrants of the Company that contain price-based anti-dilution protection had the conversion prices of such notes and the exercise price of such warrants adjusted to $0.001105 per share and certain warrants of the Company that contain “full ratchet” anti-dilution price protection had the number of shares exercisable for such warrants increased by the full ratchet provision and the conversion prices of such warrants adjusted to $0.001105 per share (the “Triggering Event”).

Certain warrants exercisable for 12,918,370 shares of common stock at an exercise price of $0.084 per share, have a full ratchet provision which results in an increase in the number of shares of Common Stock exercisable for such warrants by 969,111,567 to a total number of shares of Common Stock exercisable for such warrants of 982,029,937. This resulted in a fair value adjustment charge of $1,968,909 of which $1,618,545 was recorded as a derivative liability charge, for the warrants with derivative liability features and $350,364 was recorded as a deemed dividend for warrants with down round price protection.

On June 2, 2025, the Company received a conversion notice from an accredited investor, pursuant to which $4,300 of principal and interest under a convertible note was converted into 8,600,000 shares of Common Stock at a conversion price of $0.0005 per share. As a result of the conversion, all other outstanding promissory notes and warrants of the Company that contain price-based anti-dilution protection had the conversion prices of such notes and the exercise price of such warrants adjusted to $0.0005 per share and certain warrants of the Company that contain “full ratchet” anti-dilution price protection had the number of shares exercisable for such warrants increased by the full ratchet provision and the conversion prices of such warrants adjusted to $0.0005 per share (the “Triggering Event”).

Certain warrants exercisable for 982,029,937 shares of common stock, which had ratcheted on March 20, 2025, at an exercise price of $0.001105 per share, ratcheted again, resulting in an increase in the number of shares of Common Stock exercisable for such warrants by 1,188,256,223 to a total number of shares of Common Stock exercisable for such warrants of 2,170,286,160. This resulted in a fair value adjustment charge of $8,007,575 of which $6,631,924 was recorded as a derivative liability charge, for the warrants with derivative liability features and $1,375,651 was recorded as a deemed dividend for warrants with down round price protection, not subject to derivative liability.

On August 12, 2025, the Company received a conversion notice from an accredited investor, pursuant to which $5,147 of principal and interest under a note was converted into 8,797,778 shares of Common Stock at a conversion price of $0.000585 per share. As a result of the conversion, a warrant exercisable for 10,000,000 shares of common stock at a conversion price of $0.005, with price protection features, was repriced to an exercise price of $0.000585, resulting in a fair value calculation and deemed dividend expense of $704.

On October 3, 2025, the Company entered into a Securities Purchase Agreement with an accredited investor. In terms of the Securities Purchase Agreement, the Company issued five-year warrants to purchase an aggregate of 2,500,000 shares of Common Stock at an exercise price of $0.04 per share, with price protection which reduces the exercise price of the warrant for any securities issued at a lower exercise or conversion price, subsequent to the issue date of the warrant as well as adjustments for stock splits, stock combinations, dilutive issuances and similar events). The Company is under no obligation to register the shares of Common Stock underlying the Note or the Warrant, for public resale. On November 25, 2025, the exercise price was adjusted based on the issuance of a warrant with an exercise price of $0.01 per share, resulting in a $537 deemed dividend charge.

The triggering events mentioned above resulted in a statement of operations charge for warrants subject to derivative liability of $8,250,469.

The deemed dividend charge for repriced warrants without derivative liability features was $1,727,256. The deemed dividend expense of $1,815,047 includes a charge of $87,792 related to the repricing of convertible notes which do not have derivative liability features.

On November 25 2025, the Company entered into a Securities Purchase Agreement with an accredited investor. In terms of the Securities Purchase Agreement, the Company issued five-year warrants to purchase an aggregate of 50,000 shares of Common Stock at an exercise price of $0.01 per share, with price protection which reduces the exercise price of the warrant for any securities issued at a lower exercise or conversion price, subsequent to the issue date of the warrant as well as adjustments for stock splits, stock combinations, dilutive issuances and similar events). The Company is under no obligation to register the shares of Common Stock underlying the Note or the Warrant, for public resale.

On December 9, 2025, in terms of an agreement entered into with two accredited investors, the Company exchanged warrants exercisable for 1,853,425,066 shares of common stock at exercise prices ranging from $0.0005 per share to $4.50 per share, for 10,000,000 shares of common stock, thereby cancelling the warrants. The fair value of the warrants on the date of cancellation was $12,794,203 (See note 9 above).

The 2023, 2024 and 2025 Warrants contain exercise limitations providing that a holder thereof may not exercise the Warrants to the extent that, if after giving effect to such exercise, the holder or any of its affiliates would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the outstanding shares of the Common Stock immediately after giving effect to such exercise. A holder may increase or decrease its beneficial ownership limitation upon notice to the Company provided that in no event such limitation exceeds 9.99%, and that any increase shall not be effective until the 61^stday after such notice.

The fair value of the warrants granted and issued, as described above, were determined by using a Black Scholes valuation model using the following assumptions:

	Year ended December 31, 2025			Year ended December 31, 2024

Conversion price	$	0.0005 to 0.084		$	0.084 to 0.345
Risk free interest rate		3.77 to 4.46	%		3.73 to 4.56	%
Expected life of derivative liability		1 to 5 years			1 to 5 years
Expected volatility of underlying stock		183.1 to 352.45	%		177.78 to 191.61	%
Expected dividend rate		0	%		0	%

A summary of warrant activity during the period January 1, 2024 to December 31, 2025 is as follows:

	Shares Underlying Warrants			Exercise price per share		Weighted average exercise price
Outstanding January 1, 2024		10,442,093		$	0.345 to 5.625	$	0.626500
Granted		1,796,493			0.084 to 0.345		0.267000
Increase in warrants issued due to anti-dilution price protection		9,773,028			0.0840		0.084000
Forfeited		-			-		-
Exercised		-			-		-
Outstanding December 31, 2024		22,011,614		$	0.084 – 5.625	$	0.319900
Granted		55,204,761			0.005 to 0.084		0.00474
Increase in warrants issued due to anti-dilution price protection		2,157,367,790			0.0005		0.00050
Cancellation of warrants exchanged for common stock		(1,853,425,066	)		0.0005 to $4.50		0.00149
Forfeited		(531,165	)		0.0005 to 1.035		0.97430
Exercised		-			-		-
Outstanding December 31, 2025		380,627,934		$	0.0005 – 5.625	$	0.01052

The warrants outstanding and exercisable at December 31, 2025 are as follows:

		Warrants Outstanding						Warrants Exercisable
Exercise Price*		Number Outstanding		Weighted Average Remaining Contractual life in years		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price		Weighted Average Remaining Contractual life in years
$	0.000500		370,585,100		3.25				370,585,100				3.25
$	0.010000		2,550,000		4.76				2,550,000				4.76
$	0.345000		6,939,718		2.69				6,939,718				2.69
$	0.450000		266,668		2.48				266,668				2.48
$	1.500000		33,334		2.61				33,334				2.61
$	4.500000		172,225		0.21				172,225				0.21
$	5.625000		80,889		0.21				80,889				0.21
			380,627,934		3.25	$	0.01052		380,627,934	$	0.01052		3.25

The warrants outstanding have an intrinsic value of $4,528,023 and $0 as of December 31, 2025 and December 31, 2024, respectively.

Stock options

On June 18, 2018, the Company established its 2018 Stock Incentive Plan (the “Plan”). The purpose of the Plan is to promote the interests of the Company and the stockholders of the Company by providing directors, officers, employees and consultants of the Company with appropriate incentives and rewards to encourage them to enter into and continue in the employ or service of the Company, to acquire a proprietary interest in the long-term success of the Company and to reward the performance of individuals in fulfilling long-term corporate objectives. The Plan terminates after a period of ten years in June 2028.

The Plan is administered by the Board or a committee appointed by the Board, who have the authority to administer the Plan and to exercise all the powers and authorities specifically granted to it under the Plan.

The maximum number of securities available under the Plan is 26,667 shares of Common Stock. The maximum number of shares of Common Stock awarded to any individual during any fiscal year may not exceed 100,000 shares of Common Stock.

On October 22, 2021, the Company established its 2021 Stock Incentive Plan (“2021 Plan”). The purpose of the Plan is to promote the interests of the Company and the stockholders of the Company by providing directors, officers, employees and consultants, advisors and service providers of the Company with appropriate incentives and rewards to encourage them to enter into and continue in the employ or service of the Company, to acquire a proprietary interest in the long-term success of the Company and to reward the performance of individuals in fulfilling long-term corporate objectives. The Plan terminates after a period of ten years in August 2031.

The 2021 Plan is administered by the Board or a Compensation Committee appointed by the Board, who have the authority to administer the Plan and to exercise all the powers and authorities specifically granted to it under the Plan.

The maximum number of securities available under the 2021 Plan is 1,766,667 shares of Common Stock.

Under the 2021 Plan the Company may award the following: (i) non-qualified stock options; (ii)) incentive stock options; (iii) stock appreciation rights; (iv) restricted stock; (v) restricted stock unit; and (vi) other stock-based awards.

During 2024, options exercisable for 6,667 shares of Common Stock expired due to the resignation of a director whose options were not exercised in accordance with the terms allowed under the plan and were therefore canceled.

On January 7, 2025, in terms of an employment agreement entered into with Mr. Corbett, the Company awarded him ten-year options exercisable for 600,000 shares of common stock at an exercise price of $0.09 per share.

On April 15, 2025, options exercisable for 333,334 shares of Common Stock expired due to the resignation of the Company’s CFO whose options were not exercised in accordance with the terms allowed under the plan and were therefore cancelled.

The fair value of the options granted were determined by using a Black Scholes valuation model using the following assumptions:

	Year ended December 31, 2025			Year ended December 31, 2024

Conversion price	$	0.09		$	-
Risk free interest rate		4.67	%		-	%
Expected life of derivative liability		10 years			-
Expected volatility of underlying stock		200.7	%		-	%
Expected dividend rate		0	%		-	%

A summary of option activity during the period January 1, 2024 to December 31, 2025 is as follows:

	Shares Underlying options			Exercise price per share		Weighted average exercise price
Outstanding January 1, 2024		1,520,002			$1.20 to 4.50	$	4.46
Granted		-			-		-
Forfeited/Cancelled		(6,667	)		1.20		1.20
Exercised		-			-		-
Outstanding December 31, 2024		1,513,335			$1.20 to 4.50	$	4.47
Granted		600,000			0.09		0.09
Forfeited/Cancelled		(333,334	)		4.50		4.50
Exercised		-			-		-
Outstanding December 31, 2025		1,780,001			$0.09 to 4.50	$	2.989

The options outstanding and exercisable at December 31 2025 are as follows:

		Options Outstanding						Options Exercisable
Exercise Price*		Number Outstanding		Weighted Average Remaining Contractual life in years		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price		Weighted Average Remaining Contractual life in years
$	0.09		600,000		9.02				400,000				9.02
$	1.20		13,334		6.71				13,334				6.71
$	4.50		1,166,667		6.01				1,166,667				6.01
			1,780,001		7.03	$	2.989		1,580,001	$	3.36		6.78

The options outstanding have an intrinsic value of $0 as of December 31, 2025 and December 31, 2024.

The option expense was $21,928 and $220,416 for the years ended December 31, 2025 and 2024, respectively.