STOCKHOLDERS’ EQUITY (DEFICIT)

9 Months Ended

Sep. 30, 2025

STOCKHOLDERS' DEFICIT:

STOCKHOLDERS’ EQUITY (DEFICIT)

NOTE 13 – STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred Stock

In accordance with the Company’s bylaws, the Company has authorized a total of 2,000,000 shares of preferred stock, par value $0.01 per share, for all classes. As of September 30, 2025 and December 2024 respectively, there were 88,335 and 88,335 total preferred shares issued and outstanding for all classes.

Common Stock

On October 13, 2025 the Company effected a 1:200 reverse stock split of its issued and outstanding shares of common stock. As a result of the reverse stock split, every 200 shares of the Company’s common stock issued and outstanding immediately prior to the effective time were automatically combined into (1) issued and outstanding share, without any change in the par value of the common stock. No fractional shares were issued in connection with the reverse stock split. Any fractional shares resulting from the reverse stock split were rounded up to the nearest whole share and paid in cash at fair value.

All share and per-share amounts, including those related to earnings per share, stock options, and any warrants for all periods presented in these consolidated financial statements have been retroactively adjusted to reflect the reverse stock split. The reverse stock split did not affect the total par value of common stock, additional paid-in capital, accumulated deficit, or total stockholders’ equity as presented in these financial statements.

The reverse stock split was implemented primarily to revise the share structure and qualify for OTCQB.

In accordance with the Company’s bylaws, the Company has authorized a total of 30,000,000,000 shares of common stock, par value $0.0001 per share. As of September 30, 2025 and December 2024, there were 81,630,799 and 52,759,788 common shares issued, respectively.

2024 Transactions

On November 6, 2024 the Company entered into an Amendment to the 2023 Equity Financing Agreement with GHS, to which GHS agreed to Purchase $30,000,000 in shares of our Common Stock over the course of 12 months at 92% of the current market price.

The below table of puts from January 1, 2025 to September 30, 2025 were made by the Company under the 2024 EFA during 2025: 

Date of Put	Number of Common Shares Issued		Total Proceeds, Net of Discounts (4)		Effective Price per Share	Net Proceeds (4)
1/3/2025		183,203		23,450	$0.000640		20,783
1/13/2025		256,077		32,778	$0.000640		29,458
1/22/2025		395,308		50,619	$0.000640		46,050
1/30/2025		695,043		55,603	$0.000400		50,686
2/7/2025		623,989		49,786	$0.000399		45,276
2/18/2025		657,228		42,063	$0.000320		38,093
2/27/2025		710,373		34,098	$0.000240		30,686
3/10/2025		663,499		31,848	$0.000240		28,594
3/18/2025		1,122,820		53,895	$0.000240		40,098
3/27/2025		1,019,222		65,230	$0.000320		59,639
4/4/2025		653,076		41,797	$0.000320		37,846
4/14/2025		895,072		42,963	$0.000240		38,931
4/23/2025		906,672		58,027	$0.000320		52,940
5/1/2025		941,402		46,844	$0.000249		42,540
5/9/2025		1,126,922		43,274	$0.000192		39,220
5/21/2025		949,987		30,400	$0.000160		27,247
5/30/2025		1,127,583		36,083	$0.000160		32,532
6/10/2025		1,130,458		54,262	$0.000240		49,439
6/20/2025		932,189		44,025	$0.000236		36,912
7/2/2025		1,157,986		37,056	$0.000160		70,744
7/21/2025		1,368,561		43,794	$0.000160		37,733
8/22/2025		426,994		13,644	$0.000160		11,067
9/3/2025		536,271		17,204	$0.000160		14,200
9/12/2025		428,311		13,706	$0.000160		9,939
9/23/2025		57,036		17,665	$0.001549		13,106
Total		12,638,518	$	980,133		$	903,760

The RRA provides that we shall (i) use our best efforts to file with the SEC a Registration Statement within 45 days of the date of the GHS Registration Rights Agreement; and (ii) have the Registration Statement declared effective by the SEC within 30 days after the date the GHS Registration Statement is filed with the SEC, but in no event more than 90 days after the GHS Registration Statement is filed.

Stock Options

As of September 30, 2025 and 2024, the Company had no outstanding stock options.