v3.25.2
STOCKHOLDERS’ DEFICIT
 3 Months Ended
Dec. 31, 2024
Equity [Abstract]  
STOCKHOLDERS’ DEFICIT

NOTE 4 – STOCKHOLDERS’ DEFICIT

 

Preferred Stock

 

The authorized preferred stock of the Company consists of 20,000,000 shares with a $0.001 par value.

 

Series A Preferred Stock

 

On August 10, 2022, the Company designated 10 shares of its preferred stock as Series A Preferred Stock (“Series A”). Each share of Series A entitles the holder to ten million (10,000,000) votes on all matters submitted to a vote of the stockholders of the Corporation. When and as any dividend or distribution is declared or paid by the Company on the common stock, the Series A holders are entitled to participate in such dividend or distribution. Each Series A share is convertible, at the option of the holder, into one share of fully paid and non-assessable common stock. Upon any liquidation, dissolution, or winding-up of the Company, the Series A holders are entitled to receive out the assets of the Company, for each share of Series A, an amount equal to par value before any distribution or payment shall be made to the holder of any junior securities (including common stock and all other equity or equity equivalent securities of the Company).

 

The preferred stock was issued on August 16, 2022, as follows: Bradley White (former CEO), 3 shares; Dr. Clayton Yates, 3 shares; and Dr. Jesse Jaynes, 3 shares.

 

On September 28, 2023, Mr. White returned to the Company for cancellation of 3 shares of Series A preferred stock.

 

As of both December 31, 2024 and September 30, 2024, there were 6 shares of Series A preferred stock issued and outstanding.

 

Series B Preferred Stock

 

On October 19, 2022, the Company filed a Certificate of Designation with the State of Nevada to designate its Series B Preferred Stock (“Series B”). The designation authorized 2,500,000 shares of Series B. Each share of Series B shall have 10 votes on all matters submitted to a vote of the stockholders of the Company. Each share of Series B is convertible into 10 shares of common stock of the Company.

 

On October 19, 2022, the following shareholders converted shares of common stock of the Company into shares of Series B to modify the common shares outstanding to reduce the outstanding common stock issued by the Company, as follows:

 

          
Name  Common Shares Exchanged  Series B Issued
Jaynes Investment LLC (*)   2,000,000    200,000 
ACT Holdings LLC (*)   7,312,612    731,262 
LASB Family Trust (*)   3,800,111    380,012 
Jesse Michael Jaynes (*)   4,767,611    476,762 
Bradley White (*)   1,225,000    122,500 
PJ Advisory Group   1,500,000    150,000 
Total   20,605,334    2,060,536 

(*) Related parties

 

On September 28, 2023, Mr. White and the LASB Family Trust returned to the Company for cancellation of 502,512 shares of Series B preferred stock; however, the shares have not been canceled and are being held in treasury stock.

 

There were 2,060,536 issued and 1,558,024 outstanding as of both December 31, 2024 and September 30, 2024.

 

Common Stock

 

The authorized common stock of the Company consists of 300,000,000 shares with a $0.001 par value. All common stock shares are non-assessable and have one vote per share.

 

Common Stock Issued for Services

 

During the three months ended December 31, 2024, the Company issued 4,875,000 shares of its common stock to its chief executive officer for services rendered. These shares were valued at $4,875,000, the fair market value on the grant date using the latest third-party sale of common stock share price on the date of grant, and the Company recorded stock-based compensation expense of $4,737,500 for the three months ended December 31, 2024 and reduced accrued payroll liability and compensation of $137,500.

 

Warrants (Except Pre-Funded Warrants)

 

The following table summarizes the shares of the Company’s common stock issuable upon exercise of warrants outstanding at December 31, 2024:

 

                
 Warrants Outstanding    Warrants Exercisable
 Exercise Price    Number Outstanding at December 31, 2024    Weighted Average Remaining Contractual Life (Years)    Weighted Average Exercise Price    Number Exercisable at December 31, 2024    

Weighted Average Exercise

Price

 
$0.001    2,302,900    0.24   $0.001    2,302,900   $0.001 
 0.001    1,307,100    0.47    0.001    1,307,100    0.001 
$0.001    3,610,000    0.32   $0.001    3,610,000   $0.001 

 

Stock warrant (except Pre-Fund Warrants) activity for the three months ended December 31, 2024 was as follows:

 

     
  Number of Warrants   Weighted Average Exercise Price
Outstanding at October 1, 2024 3,610,000 $ 0.001
Granted –   –
Outstanding at December 31, 2024 3,610,000 $ 0.001
Warrants exercisable at December 31, 2024 3,610,000 $ 0.001

 

There is no “established trading market” for shares of the Company’s common stock at December 31, 2024. Therefore, the aggregate intrinsic values for both the stock warrants outstanding and stock warrants exercisable at December 31, 2024 are not available.

 

Pre-Funded Warrants

 

As of December 31, 2024, there were 40,000 pre-funded warrants outstanding with an exercise price of $0.01 per share. The 40,000 pre-funded warrants are exercisable at September 9, 2025 and until the Pre-Funded Warrants are exercised in full. There was no activity related to pre-funded warrants during the three months ended December 31, 2024.