Item 5. Market for Registrant’s Common Equity
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY,
RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
The Company is authorized to issue 30,000,000,000
of its $0.00001 par value common stock and 20,000,000 shares of its $0.00001 par value preferred stock Series B and 10,000 shares of its
$0.00001 par value preferred stock Series C, 100,000 shares of its $0.00001 par value preferred Series D shares, 2,000,000 of its $0.00001
par value preferred Series G shares, 40,000 of its $0.00001 par value preferred Series H shares and 1,000 of its $0.00001 par value preferred
Series I shares. As of December 31, 2025, 20,217,870,775 shares of common stock, as well as 45,000 shares of preferred stock Series B,
700 shares of preferred stock Series C, zero shares of preferred stock Series D, zero shares of preferred stock Series G, 20,000 shares
of preferred stock Series H and 1,000 shares of preferred stock Series I were issued and outstanding. The Board of Directors reserves
the right to issue shares of preferred stock in the future indicating preference or rights as appropriate.
Record Holders
The number of holders of record for our common stock
as of December 31, 2025 was 94.
Dividends
The Company has not yet adopted any policy regarding
payment of dividends. No cash dividends have been paid or declared since the Date of Inception.
Securities Authorized for Issuance Under Equity
Compensation Plans
We presently do not have equity compensation plans authorized.
Transfer Agent
The Company transfer agent is Empire Stock Transfer
with a business address at 1859 Whitney Mesa Dr. Henderson, NV 89014; Empire Stock Transfer’s website is https://empirestock.com/contact/,
and their phone number is 702-818-5898.
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Penny Stock
Our common stock is considered “penny stock”
under the rules of the SEC under the Securities Exchange Act of 1934. The SEC adopted rules that regulate broker-dealer practices in connection
with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5, other than securities registered
on certain national securities exchanges or quoted on the NASDAQ Stock Market System, provided that current price and volume information
with respect to transactions in such securities is provided by the exchange or quotation system. The penny stock rules require a broker-dealer,
prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission, that:
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contains a description of the nature and level of risks in the market for penny stocks in both public offerings and secondary trading;
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contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities’ laws; contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;
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contains a toll-free telephone number for inquiries on disciplinary actions;
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defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and
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contains such other information and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation.
The broker-dealer also must provide, prior to effecting
any transaction in a penny stock, the customer with:
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bid and offer quotations for the penny stock;
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the compensation of the broker-dealer and its salesperson in the transaction;
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the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the marker for such stock; and
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monthly account statements showing the market value of each penny stock held in the customer’s account.
In addition, the penny stock rules that require that
prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgement of the receipt
of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably
statement.
These disclosure requirements may have the effect of reducing the trading
activity in the secondary market for our stock.
Recent Issuances of Unregistered Securities
2024 ：
For the year ended December 31, 2024, the Company
issued 6,559,534,118 shares for the conversion of convertible notes of $555,680 and accrued interest of $1,880.
2025 ：
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For the year ended December 31, 2025, the Company
issued 3,404,641,595 shares for the conversion of convertible notes of $34,046.
Series I Preferred Shares
On July 20, 2023, the Company
through its wholly owned subsidiary, Greenwich International Holdings, a Costa Rica corporation (“Greenwich”), entered into
an Amended and Restated Joint Venture (the “2023 Tokenize Agreement”) with Magic and GBT Tokenize. The 2023 Tokenize Agreement
restated and replaced the 2022 Tokenize Agreement. Pursuant to the 2023 Tokenize Agreement, as a result of the contribution of the Technology
Portfolio by Tokenize and the subsequent contribution of services for the development of the Technology Portfolio by Tokenize and Magic,
GBT Tokenize has been able to continue in operation, which has benefited the Company despite its contribution of 166 million shares of
common stock valued at approximately $50,000. In order to maintain its 50% ownership interest in GBT Tokenize, the Company agreed to contribute
its portfolio of intellectual property to GBT Tokenize and issue to GBT Tokenize 1,000 shares of Series I Preferred Stock (the
“Series I Stock”) with a stated value of $35,000 per share which is convertible into common stock of the Company by dividing
the stated value by the conversion price of $0.0035, which, if converted in full would result in the issuance of 10 billion shares of
common stock of the Company. Further, the Series I Stock will vote on an as converted basis.
As of December 31, 2025 and 2024, there are 1,000 shares
of Series I Preferred Shares outstanding, respectively.
We claimed exemption from registration under the Securities
Act for the sales and issuances of these securities under Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder,
in that such sales and issuances did not involve a public offering. All of the purchasers of unregistered securities for which we relied
on Section 4(a)(2) and/or Regulation D represented that they were accredited investors as defined under the Securities Act. We claimed
such exemption on the basis that (a) the purchasers in each case represented that they intended to acquire the securities for investment
only and not with a view to the distribution thereof and that they either received adequate information about the registrant or had access,
through employment or other relationships, to such information and (b) appropriate legends were affixed to the stock certificates issued
in such transactions.
ITEM 6. RESERVED
None.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.