9. STOCKHOLDERS’ EQUITY

Preferred Stock

On March 13, 2025, the increase in the number of preferred shares from 10,000,000 to 31,000,000 , having the par value of 0.0001 per share, was authorized by written consent of the holders of a majority of our outstanding voting stock.

The Company is authorized to issue 10,000,000 shares of $0.0001 par value preferred stock, of which 4,000,000 have been designated as Series A Preferred Stock, 5,000,000 have been designated as Series B Preferred Stock, 1,000,000 have been designated as Series C Preferred Stock and 20,000,000 have been designated as Series D Preferred Stock.

Series A Preferred Stock

On February 6, 2020, the Company established its Series A Preferred Stock, par value $0.001, by filing a Certificate of Designation with the Delaware Secretary of State. The Company’s board exercised “blank check” authority to establish classes of preferred stock without approval by shareholders under the provisions of its original Articles of Incorporation and has designated 4,000,000 shares of Series A Preferred Stock.

The Company may use the Series A Preferred Stock for purpose of asset acquisition or in satisfaction of recognized debt; they are not otherwise available for sale. The Series A Preferred Stock has enhanced voting privileges under certain circumstances, including the collective right to appoint one director at the Holders’ option, and conversion-to-common rights at a 5:1 ratio.

During the nine months ended September 30, 2025, there was no issuance of Series A shares.

As of September 30, 2025 and December 31, 2024, 11,167 shares of Series A Preferred Stock are issued and outstanding.

Series B Preferred Stock

On January 24, 2022, the Company established its Series B Preferred Stock, par value $0.0001, by filing a Certificate of Designation with the Delaware Secretary of State. The Company’s board exercised “blank check” authority to establish classes of preferred stock without approval by shareholders under the provisions of its original Articles of Incorporation and has designated 5,000,000 shares of Series B Preferred Stock.

The Company may use the Series B Preferred Stock for the purpose of asset acquisition or in satisfaction of recognized debt; they are not otherwise available for sale. The Series B Preferred Stock has enhanced voting privileges (10:1), the collective right to appoint one director at the Holders’ option, and conversion-to-common rights at a 10:1 ratio.

During the nine months ended September 30, 2025, there was no issuance of Series B shares.

As of September 30, 2025 and December 31, 2024, 9,667 shares of Series B Preferred Stock are issued and outstanding.

Series C Preferred Stock

On January 24, 2022, the Company established its Series C Preferred Stock, par value $0.0001, by filing a Certificate of Designation with the Delaware Secretary of State. The Company’s board exercised “blank check” authority to establish classes of preferred stock without approval by shareholders under the provisions of its original Articles of Incorporation and has designated 1,000,000 shares of Series C Preferred Stock.

The Company may use the Series C Preferred Stock for the purpose of asset acquisition or in satisfaction of recognized debt; they are not otherwise available for sale. The Series C Preferred Stock has enhanced voting privileges (1000:1); the collective right to appoint one director, at the Holders’ option; and conversion-to-common rights at a 100:1 ratio.

During the nine months ended September 30, 2025, there was no issuance of Series C shares.

As of September 30, 2025, and December 31, 2024, 1,000,000 shares of Series C Preferred Stock are issued and outstanding.

Series D Preferred Stock

On July 2, 2024, the Company established its Series D Preferred Stock, par value $0.0001, by filing a Certificate of Designation with the Delaware Secretary of State. The Company’s board exercised “blank check” authority to establish classes of preferred stock without approval by shareholders under provision of its original Articles of Incorporation and has designated 20,000,000 shares of Series D Preferred Stock.

They may convert the Series D Preferred Stock to Common Stock at a rate of 100 shares of common stock for each share of Series D Preferred Stock. Each Series D Preferred Stock carries the voting rights equal to 100 shares of Common Stock.

During the nine months ended September 30, 2025, the Company issued 54,286 shares of Series D Preferred stock valued at $310,000 for compensation.

During the nine months ended September 30, 2025, one shareholder converted 8,333 shares of Series D Preferred stock to 833,300 shares of common stock.

During the nine months ended September 30, 2025, the Company issued 39,868 shares of Series D Preferred stock in cash for subscription of $300,000.

As of September 30, 2025, and December 31, 2024, 158,508 and 72,687 shares of Series D Preferred Stock are issued and outstanding, respectively.

Common Stock

On March 7, 2023, the Company amended its articles of incorporation to increase its authorized common shares from 750,000,000 to 1,250,000,000; this increase will be effective March 27, 2023.

During the nine months ended September 30, 2025, the Company issued 1,890,000 shares of common stock for conversion of debt.

During the nine months ended September 30, 2025, the Company issued 833,330 shares of common stock valued for conversion of Series D Preferred stock.

As of September 30, 2025, and December 31, 2024, there were 10,938,659 and 8,215,426 shares of the Company’s common stock issued and outstanding, respectively. In addition, As of September 30, 2025, and December 31, 2024, there were 66 shares of the Company’s common stock issuable.

Stock Option

On April 16, 2025, the Company granted stock option of 500,000 shares of common stock to our director for compensation, valued at $28,670 with term of ten years, exercise price of $10.00 per share, fully vested on grant date. During the period ended September 30, 2025, the Company recognized stock option expense of $28,670.

The following is a summary of the change in stock option during the nine months ended September 30, 2025:

The intrinsic value of the options as of September 30, 2025, is $0.

The Company determined the stock option to be an equity instrument, to be valued as a level 3 fair value financial instrument valued on a non-recurring basis and utilized the Black-Scholes valuation model.

The Black-Scholes model, which requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The current stock price is based on historical issuances. Expected volatility is based on the historical stock price volatility of the Company’s common stock. Risk free interest rates were obtained from U.S. Treasury rates for the applicable periods. Expected term is calculated using a simplified method for plain vanilla options.

The Company utilized the following assumptions: