NOTE 12. STOCKHOLDERS’ DEFICIT

On or about April 25, 2025, the Company entered into an Asset Purchase Agreement (the “Asset Acquisition Agreement”), pursuant to which a newly formed subsidiary of the Company (the “New Subsidiary”) would purchase (the “Purchase”) assets of Grand Concierge LLC, d/b/a Ticketbash, a New York limited liability company (“Ticketbash”) associated with retail and wholesale event ticket pricing, and the development of software and artificial intelligence related to the ticket business (the “Assets”), in consideration of (i) the issuance by the Company to Ticketbash’s owners of 20,000,000 shares of common stock and 1,151,500 shares of Series A Convertible Preferred Stock (which preferred stock is convertible into 115,150,000 shares of common stock) (such shares of common stock and preferred stock collectively the “Shares”), and additional shares as necessary to ensure that the shares issued constitute 60% of the total number of fully diluted shares of the Company, (ii) the future payment of two million dollars ($2,000,000) to Ticketbash based on net revenue and income milestones to be determined by the parties in the future, and (iii) the future payment of percentage royalties to Ticketbash based on aggregate revenues generated by the New Subsidiary as follows: 2% of revenue up to $15,000,000, 4% of revenue from $15,000,000-$25,000,000, and 5% of revenue in excess of $25,000,000. In connection with the Purchase, Ticketbash also received the right to appoint two members of the Board of Directors of the Company.  On or about April 25, 2025, Innovative issued the Shares to Ticketbash’s owners.

On October 3, 2025, the Company and Ticketbash amended their agreement to (i) revise the assets being purchased to instead include only a copy of the source code, object code and related technical specs for the Ticketbash artificial intelligence and related software, and (ii) reduce the purchase price to $522,000, which amount had already been paid by the Company, resulting in the immediate closing of the acquisition.

On or about April 26, 2022, the Company entered into an Agreement for Share Exchange (the “Share Exchange Agreement”) to obtain 10,500,000 shares of common stock of Vitality RX, Inc., a Delaware corporation (“Vitality”), representing 100% ownership of Vitality, from Vitality’s five shareholders identified in the Share Exchange Agreement (the “Vitality Shareholders”), in consideration of the issuance by the Company to the Vitality Shareholders of 5,500,000 shares of Innovative common stock, and 50,000 shares of Series A Convertible Preferred Stock (which preferred stock is convertible into 5,000,000 shares of common stock) (such shares of common stock and preferred stock collectively the “Shares”).  On or about April 28, 2022, the transaction closed, Innovative received the stock of Vitality from the Vitality Shareholders, and issued the Shares to the Vitality Shareholders. The Company determined that Vitality did not meet the definition of a business under ASC 805, as such, the issuance of shares was treated as stock-based compensation expense.

Common Stock

On or about April 12, 2024, the Company issued 1,134,242 common shares, par value, $0.000001 per share, to several consultants for consulting services and their expertise in technology, financial services and media.

On or about March 7, 2024, the Company issued 1,590,728 common shares, par value, $0.000001 per share, to several consultants for consulting services and their expertise in technology, financial services and media.

Conversion of Notes Payable to Common Shares

On April 4, 2024,  one Noteholders converted two notes for a total of $11,350 of convertible promissory notes into 50,075 common shares of the Company,

Series A Convertible Preferred Stock

As of June 30, 2025, the Company had 500,000,000 authorized shares of Series A Convertible Preferred Stock, par value, $0.000001 per share. Each share of Series A Convertible Preferred Stock is convertible into 100 shares of the Company’s common stock.

Series A Preferred Stock – Certificate of Designations

The Preferred Shares each have Certificate of Designations, which designate as follows:

Number

500,000,000 shares of the Parent Company’s Preferred Stock are designated as shares of Series A Convertible Preferred Stock, par value $0.000001 per share.

Dividends

Any dividends (other than dividends on common stock payable solely in common stock or dividends on the Series A Convertible Preferred Stock payable solely in Series A Convertible Preferred Stock or dividends on the Series B Preferred Convertible Stock payable solely in Series B Convertible Preferred Stock) declared or paid in any fiscal year will be declared or paid among the holders of the Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and common stock then outstanding in proportion to the greatest whole number of shares of common stock which would be held by each such holder if all shares of Series A Preferred Stock and Series B Convertible Preferred Stock were converted into shares of common stock pursuant to the terms of the Certificate of Designations. The Parent Company’s Board of Directors is under no obligation to declare dividends on the Series A Convertible Preferred Stock or Series B Convertible Preferred Stock.

Conversion

Each share of Preferred Stock is convertible into 100 shares of the Parent Company’s common stock (the “Conversion Rate”).

Liquidation

In the event of any liquidation, dissolution or winding up of the Parent Company, the assets of the Parent Company legally available for distribution by the Parent Company would be distributed with equal priority and pro rata among the holders of the Preferred Stock and common stock in proportion to the number of shares of common stock held by them, with the shares of Preferred Stock being treated for this purpose as if they had been converted to shares of common stock at the then applicable Conversion Rate.

Voting

On any matter presented to the stockholders of the Parent Company for their action or consideration at any meeting of stockholders of the Parent Company (or by written consent of stockholders in lieu of meeting), each holder of outstanding shares of Preferred Stock would be entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares of Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. Except as provided by law or by the other provisions of the Parent Company’s Certificate of Incorporation, holders of Preferred Stock vote together with the holders of common stock as a single class.