11. EQUITY

The Company has 10,000,000 shares of preferred stock authorized. From this pool the following preferred shares have been classified as:

Preferred Stock – Series A

The Company is authorized to issue 1,000,000 of Series A preferred shares, which shares have voting rights equal to two-thirds of all the issued and outstanding shares of common stock. Holders of Series A preferred shares, shall be entitled to vote on all matters of the corporation, and shall have the majority vote of the board of directors.

Preferred Stock – Series B

The Company is authorized to issue 10,000 shares of preferred stock to be designated available for Series B preferred shares that have a stated value of $1,000 each and are convertible into common shares at fixed price of $0.1625. Holders shall be entitled to receive, and the Company shall pay, dividends on shares of Series B Preferred Stock equal (on an as converted-to-Common-Stock basis) to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Company’s Common Stock. No other dividends shall be paid on shares of Series B Preferred Stock, and they shall have no voting rights and have liquidation preference.

Preferred Stock – Series C

The Company authorized to issue 1,000 shares of preferred stock to be designated available for Series C preferred shares that have a stated value of $1,000 each and are convertible into common shares at fixed price of $0.975. Holders shall be entitled to receive, and the Company shall pay, dividends on shares of Series C Preferred Stock equal (on an as converted-to-Common-Stock basis) to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Company’s Common Stock. No other dividends shall be paid on shares of Series C Preferred Stock, and they shall have no voting rights and have liquidation preference.

Preferred Stock – Series D

The Company is authorized to issue 100,000 shares of preferred stock to be designated available for Series D preferred shares that have a convertible value into 100 shares of the Company’s common stock. The holder(s) of the shares of Series D Preferred Stock shall have no other rights, privileges or preferences with respect to the Series D Preferred Stock. The Series D preferred shares shall have a fixed conversion price equal to 100 shares of common stock, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock.

During the period ended June 30, 2025, the Company did not issue any Series D preferred shares.

During the period ended March 31, 2024, the Company issued 60,000 Series D preferred shares and to an accredited investor for their $200,000 investment in the financing. The Series D preferred shares shall have a fixed conversion price equal to 100 share’s of common stock, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock.

Preferred Stock – Series E

The Company is authorized to issue 200,000 shares of preferred stock to be designated available for Series E Preferred shares. The Series E Preferred shares shall have a fixed conversion price equal to 100 shares of common stock for each Series E Preferred share, at the holders’ option, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock. In addition, Series E Preferred stock shall be redeemable by and at the sole discretion of the Company at the stated value, initially set to $1.00 per share, after 20 business days’ written notice, if the price of the Company’s Common Stock closes above $0.20 per share for ten (10) consecutive trading days. Each share of Series E Preferred stock shall be entitled to 1 (1) vote on all matter voted upon by the shareholders of the Company.

During the period ended June 30, 2025, the Company issued 55,000 Series E preferred shares and to an accredited investor for their $55,000 investment in the financing.

Common Stock

Shares issued for services rendered are expensed as stock-based compensation in the accompanying consolidated statement of operations under professional fees.

During the period ending June 30, 2025, the Company issued 75,000 shares of its common stock to a consultant for services valued at $1,200 and 2,889,945 of its common stock for conversions on a convertible note valued at $34,000.

During the period ending June 30, 2024, the Company issued 1,400,000 shares of its common stock to consultant for services valued at $47,204.

Common Stock Warrants

Since inception, the Company has issued numerous warrants to purchase shares of the Company’s common stock to shareholders, consultants and employees as compensation for services rendered. As of June 30, 2025, the number of warrants outstanding was 180,000.

A summary of the Company’s warrant activity and related information is provided:

SCHEDULE OF WARRANT ACTIVITY 

SCHEDULE OF STOCK WARRANT EXERCISE PRICE RANGE

During the period ended June 30, 2025, the Company had no warrant activity.

Common Stock Options

Under the Company’s 2008 Equity Compensation Plan (the “2008 Plan”), we are authorized to grant stock options intended to qualify as Incentive Stock Options, “ISO”, under Section 422 of the Internal Revenue Code of 1986, as amended, non-qualified options, restricted and unrestricted stock awards and stock appreciation rights to purchase up to 7,000,000 shares of common stock to our employees, officers, directors and consultants, with the exception that ISOs may only be granted to employees of the Company and its subsidiaries, as defined in the 2008 Plan.

The 2008 Plan provides for the issuance of a maximum of 7,000,000 shares, of which, after adjusting for estimated pre-vesting forfeitures and expired options, approximately 2,235,000 were available for issuance as of June 30, 2025.

No options were granted during the period ending June 30, 2025.