NOTE 5 – STOCKHOLDERS’ DEFICIT

Preferred Stock

The Company has authorized 10,000,000 preferred shares, with a par value of $0.001 per share. The Company issued 1,000,000 shares of its Series A Preferred Series stock to IHG in fulfillment of the purchase agreement. These shares are convertible at a ratio of 100 shares of the common stock of the Company for each share of preferred stock of the Company.

Common Stock

In December 2024, the Company’s Board of Directors authorized an increase in the Company’s common stock from 2,000,000,000 to 6,000,000,000 shares, with an effective date of the Amendment to the Articles of Incorporation of February 10, 2025. There was no change in the shares outstanding of either the common stock or preferred stock as a result of the increase.

During the year ended December 31, 2024, the Company issued shares of its common stock as follows:

• 195,620,499 shares as consideration for conversion of principal and interest on convertible notes payable valued at $11,737. (See Note 7)

• 17,000,000 shares to officers/directors/advisors of the Company for services, valued at $18,500; of which 8,000,000 shares, valued at $3,200, was charged to operations during the year ended December 31, 2023.
• 19,500,000 shares for conversion of principal and accrued interest in the amount of $50,516 on non-convertible notes.
• 4,500,000 shares for consulting services, valued at $7,650 ($0.0017 per share), to individuals related to the Chief Executive Officer of the Company.
• 60,200,000 shares as consideration for entering into a settlement agreement with Continuation Capital, Inc. (“CCI”) for the purchase of $861,539.26 of debt owed to BlackStar’s creditors. The shares were valued at $138,640, based on the trading price of the Company’s common stock as of the date of the agreement (See Note 11).
• 13,377,926 shares to CCI as consideration for payment of $10,000 to creditors of the Company pursuant to the settlement agreement.

During the year ended December 31, 2023, the Company issued shares of its common stock as follows:

• 845,162,311 shares for conversion of $275,327 principal and interest on convertible note payable.
• 71,250,000 shares valued at $174,726 as consideration for financing fees for loans made to the Company.
• 25,000,000 shares valued at $100,000 ($0.004 per share) as partial consideration for a media consulting contract.
• 56,788,923 shares for exercise of previously issued warrants at $0.0128 per share. The exercise price was revised to $0.00062 per share from $0.25 per share as per antidilution provision of the warrant agreement. The warrants were exercised on a cashless or “net” basis. Accordingly, the Company did not receive any proceeds from the warrant exercise. The cashless exercise of the warrants resulted in the cancellation of previously issued warrants to purchase an aggregate of 148,000 shares of common stock.

Common Stock to be issued

On July 1, 2023, the Board of Directors approved a plan for the issuance of shares of the Company’s common stock as follows: 1,000,000 shares each to Directors of the Company; 2,000,000 shares each to new officers of the Company; 1,000,000 shares each to new advisors of the Company. The Board authorized, as of July 1, 2023, the issuance of an aggregate 8,000,000 shares of its common stock under the approved plan to four individuals, valued at $3,200 ($0.0004 per share), based on the trading price of the Company’s common stock as of the date of grant. As of December 31, 2023, the shares had not been issued and the Company charged $3,200 to operations as stock-based compensation expense and recorded the shares to be issued as common stock to be issued. The shares were subsequently issued during the year ended December 31, 2024.

At December 31, 2024, the Company has recorded common stock to be issued as follows:

• 11,250,000 shares, valued at $4,500, as consideration for extension of loans previously made to the Company. The Company has recorded the shares to be issued to the lenders at a discount to debt, based on the closing trading price of the Company’s common stock as of the date of the loan extensions, and is amortizing the discount to interest expense over the term of the extensions.
• 37,525,00,000 shares valued at $42,275 as consideration for loan costs on new loans. The Company has recorded the shares to be issued to the lenders at a discount to debt, based on the closing trading price of the Company’s common stock as of the date of the loans, and is amortizing the discount to interest expense over the term of the loans.(See Note 8).