NOTE 7 – STOCKHOLDERS' DEFICIT

The total number of shares of all classes of capital stock which the corporation has the authority to issue is 470,001,000 shares, consisting of (i) 20,001,000 shares of Preferred Stock, par value $0.001 per share (“Preferred Stock”), of which 1,000 shares are designated as Series A Preferred Stock and (ii) 450,000,000 shares of Common Stock, par value $0.001 per share (“Common Stock”). As of March 31, 2026, 20,000,000 shares of Preferred Stock remain undesignated.

Series A Preferred Stock

The Company has designated 1,000 shares of its Preferred Stock as Series A, having a par value of $0.001 per share. Holders of the Series A Preferred Stock have no dividend or voting rights, and hold to elect Class I directors which gives them the right to elect a majority of the Board of Directors of the Company. As of March 31, 2026, there were 1,000 shares of Series A Preferred Stock outstanding. 

Preferred Stock (Undesignated)

In addition to the 1,000 shares designated as Series A Preferred Stock, the Company is authorized to issue an additional 20,000,000 shares of Preferred Stock, having a par value of $0.001 per share. The Board of Directors of the Company has authority to issue the Preferred Stock from time to time in one or more series, and with respect to each series of the Preferred Stock, to fix and state by the resolution the terms attached to the Preferred Stock. As of March 31, 2026 and December 31, 2025, there were no other shares of Preferred Stock outstanding.

The shares of each series of Preferred Stock may vary from the shares of any other series thereof in any or all the foregoing respects and in any other manner. The Board of Directors may increase the number of shares of Preferred Stock designated for any existing series by a resolution adding to such series authorized and unissued shares of Preferred Stock not designated for any other series. Unless otherwise provided in a particular Preferred Stock designation, the Board of Directors may decrease the number of shares of Preferred Stock designated for any existing series by a resolution subtracting from such series authorized and unissued shares of Preferred Stock designated for such existing series, and the shares so subtracted shall become authorized, unissued and undesignated shares of Preferred Stock.

The Company issued no shares of common or preferred stock in the three months ended March 31, 2026.

During the year ending December 31, 2025, the Company issued 96,096 shares of common stock of which 76,500 shares of common stock were issued to settle accounts payable, 8,596 common shares for conversion of notes payable and accrued interest and 11,000 common shares for cash as follows:

On February 28, 2025, the Company issued 55,250 restricted shares of common stock for conversion of a $27,625 account payable to Cloud Network Systems Inc. at a conversion rate of fifty cents ($0.50) per share for the total amount owed. The share price on the conversion date was $0.80, which contributed to a loss of $16,630.

On March 19, 2025, our Chief Executive Officer and our Corporate Secretary and Treasurer forgave interest the Company owed them in the amount $3,503 and $34,672, respectively. These amounts were credited to additional paid-in-capital.

On March 28, 2025, the Company issued 8,596 restricted shares of common stock for conversion of a note payable of $4,298 to Vast Capital. The company converted the amount owed at a rate of fifty cents ($0.50) per share. The share price on the conversion date was $0.80, which contributed to a loss of $2,949.

On May 29, 2025, Stephen Bryan Wilson purchased 5,000 shares of restricted common stock at $1.00 per share at the purchase price of $5,000. The share price on the purchase date was $1.

On August 20, 2025, Larry Helwig purchased 6,000 shares of restricted common stock at $0.50 per share at the purchase price of $3,000. The share price on the purchase date was $0.72, which contributed to a loss of $1,272.

On December 28, 2025, the Company issued 21,250 restricted shares of common stock for conversion of a $21,250 account payable to Cloud Network Systems at a conversion rate of one dollar ($1.00) per share for the total amount owed. The share price on conversion date was $1.04, which contributed to a loss of $21,250.

Equity Incentive Plan

The Company’s 2014 Equity Incentive Plan, as amended and restated (the “Equity Incentive Plan”) provided for 1,000,000 shares, to be used for grants of stock options, as well as grants of stock, including restricted stock. There are 900,000 shares of common stock are authorized for issuance under the Equity Incentive Plan, of which 900,000 shares were available for issuance as of March 31, 2026 and December 31, 2025. The shares issued to individuals in 2025 for services were not shares issued pursuant to the plan.

Preferred Stock

The Company has designated 1,000 shares of its preferred stock as Series A Preferred Stock. Each share of Series A Preferred shall have no dividend, voting or other rights except for the right to elect Class I Directors. As of March 31, 2026 and December 31, 2025, the Company has 1,000 shares of Series A Preferred Stock outstanding.

Warrants – the Company has no warrants outstanding.