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NOTE 15 – SUBSEQUENT EVENTS.

6 Months Ended

Jun. 30, 2025

Subsequent Events [Abstract]

NOTE 15 – SUBSEQUENT EVENTS.

NOTE 15 – SUBSEQUENT EVENTS.

Subsequent to June 30, 2025 and through the date that these financials were made available, the Company had the following subsequent events:

On March 10, 2025, the Company signed a non-binding memorandum of understanding (“ASII MOU”) with Accredited Solutions, Inc. (“ASII”) to set forth the preliminary terms and mutual understanding between the parties regarding the Company’s potential sale of its 75% equity interest in ItsBchain, LLC (the “Subsidiary”) to ASII, subject to the negotiation and execution of a definitive Purchase Agreement. The parties initially agreed to execute the Purchase Agreement no later than June 1, 2025 but on July 31, 2025, the parties agreed to extend the ASII MOU expiration date to September 30, 2025.

On May 29, 2025, the Company entered into a Unit Purchase Agreement (the “Agreement”) with Craig Span (the “Seller”) and Globetopper, LLC, a Delaware limited liability company (the “Globetopper”), pursuant to which the Company agreed to acquire fifty-one percent (51%) of the membership interests of Globetopper (the “Transferred Membership Interest”) from the Seller.

Pursuant to the Agreement, the Company will acquire the Transferred Membership Interests of Globetopper for a total purchase price consisting of $700,000, payable as follows: $50,000 upon execution of the Agreement; $50,000 in cash on the Closing Date; $50,000 in cash 30 days after the Closing Date, secured by a promissory note and pledge agreement; $50,000 in cash 60 days after the Closing Date, secured by a promissory note and pledge agreement; $500,000 in restricted common shares of the Company, calculated at a 20% discount to the volume weighted average price (VWAP) during the five days preceding the Closing Date.

Additional payments based on Globetopper’s EBITDA growth, payable in common shares of the Company at a 20% discount to the greater of the VWAP during the five days following the applicable period or preceding the payment date, will be payable as follows:

	•	September 30, 2026: 50% of the positive difference between EBITDA at acquisition and EBITDA 12 months post-Closing.

	•	September 30, 2027: 50% of the positive difference between EBITDA 12 months and 24 months post-Closing.

The closing is expected to occur on or before July 1, 2025, subject to the satisfaction of customary closing conditions, including due diligence and the accuracy of representations and warranties. Either party may terminate the Agreement if the closing does not occur by July 10, 2025.

The Company will invest up to $1,200,000 in Globetopper over 24 months post-Closing in monthly installments of $50,000, subject to the achievement of specified quarterly financial targets.

The Seller will remain as Chief Executive Officer of Globetopper for at least two years post-Closing, with a reasonable salary and benefits to be agreed upon.

The operating agreement of Globetopper was amended to reflect a new board of directors consisting of three members, with the Company designating two members and the Seller designating one, with decisions made by majority vote.

Both parties agreed to mutual indemnification for breaches of representations, warranties, or covenants, with the Seller’s indemnification liability capped at 10% of the purchase price received.

On July 3, 2025, the Company executed two separate Debt Exchange Agreements (collectively, the “Exchange Agreements”) with M2B Funding Corp. and ADI Funding LLC (collectively, the “Creditors”). Pursuant to the Exchange Agreements, the Company exchanged an aggregate of $3,546,136 in outstanding debt of the Creditors, consisting of principal and accrued but unpaid interest on certain promissory notes, for a total of 37,110 shares of the Company’s newly amended Series D Preferred Stock.

The number of shares of Series D Preferred issued to each Creditor was determined by dividing the respective debt amount by the lowest End-of-Day Volume-Weighted Average Price (EOD VWAP) of the Company’s common stock for the 10 trading days prior to July 3, 2025, less a 20% discount, divided by 12.5.

The Company has agreed to file a resale registration statement for the common stock underlying the Series D Preferred Stock within 45 days of July 3, 2025, on a best-efforts basis, pursuant to registration rights agreements with the Creditors.

On July 7, 2025, the Company filed a First Amended and Restated Certificate of Designation for the Series D Preferred Stock (the “Certificate of Designation”) with the Secretary of State of Nevada to amend and restate the terms of its Series D Preferred Stock, originally established on November 3, 2023, increasing the authorized shares from 75,000 to 100,000 and revising the terms as described below. The amended terms govern the 37,110 shares issued to the Creditors and include the following key provisions:

	•	Dividend Rights: 12% cumulative dividend, payable as, when, and if declared by the Board of Directors, calculated on a 360-day year, accruing from the date of issuance and ceasing the day prior to conversion, with pro rata dividends for partial-year holdings.

	•	Conversion Rights: Following three months from the issuance date, the Series D Preferred Stock is convertible into common stock at a rate of 12.5 shares of common stock per share, subject to adjustment for stock splits, dividends, or reorganizations, removing the prior requirement for conversion only upon a note default.

	•	Redemption Provisions: Optional redemption by the Company at 105% of the price paid by the holder, upon not more than three trading days’ notice.

	•	Liquidation Preference: Senior to common stock, Series A Preferred Stock, and Series C Preferred Stock, and on parity with Series B Preferred Stock, in any liquidation, dissolution, or winding up of the Company.

	•	Voting Rights: No voting rights, except as required by law or for amendments to the Certificate of Designation or Articles of Incorporation that would alter the Series D Preferred Stock’s rights.

	•	Leak-Out Restriction: After three months, conversions to common stock and sales are limited to 10% of the average daily trading volume of the Company’s common stock per holder.

On August 7, 2025, the Company entered into a non-binding Memorandum of Understanding (the “MOU”) with Cycurion Inc. (“Cycurion”), a Delaware corporation trading on Nasdaq under the ticker CYCU. The MOU outlines the mutual intention of the parties to explore a potential stock exchange transaction and expand their strategic partnership in AI-powered cybersecurity services and other high-tech initiatives targeting the global telecom industry.

Under the terms of the MOU, subject to satisfactory due diligence, internal approvals, and regulatory compliance, the parties intend to consider a structure whereby each party would issue $1,000,000 worth of its common stock to the other party. The number of shares would be calculated based on the lower of (i) the Nasdaq Official Closing Price on the trading day immediately preceding the signing of a binding agreement or (ii) the average Nasdaq Official Closing Price over the five trading days immediately preceding such signing.

Additionally, subject to board and regulatory approvals, each party intends to distribute up to 50% of the shares received in the exchange to its shareholders as a stock dividend. The parties also plan to continue collaborating on AI-powered cybersecurity services and explore deeper commercial relationships, including joint ventures, shared research and development, and potential structural integrations.

The MOU provides for a 60-day exploration period from the effective date, during which the parties will conduct reviews, negotiate in good faith, and assess feasibility for a definitive agreement. This period may be extended by mutual consent. The MOU is non-binding, except for provisions related to confidentiality, its non-binding nature, and governing law (Nevada law), and does not obligate either party to proceed unless a definitive agreement is executed.