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Note 12 - Subsequent Events
12 Months Ended
Jun. 30, 2025
Subsequent Events [Abstract]  
Note 12 - Subsequent Events

Note 12 - Subsequent Events

 

The Company has evaluated subsequent events through September 4, 2025, the most recent practicable date prior to the filing of this Annual Report, which is the date the financial statements were available to be issued.

 

Note: The information regarding recent sales of securities below is presented through the date of the certified shareholder list, dated September 4, 2025. Certain transactions may not be reflected because, although the related subscription agreements were signed on or before that date, the shares had not yet been issued due to processing or because the Company had not yet received payment. Accordingly, the dates described below for each transaction are presented on or about the date of the subscription agreement and may not represent the actual date the shares were issued. The transactions detailed below, however, are included on the certified shareholder list as of September 4, 2025.

 

Events or transactions occurring after June 30, 2025, but before September 4, 2025, that would require recognition or disclosure in the financial statements have been considered. Certain subscription agreements signed on or prior to September 4, 2025, may not be reflected if the shares had not yet been processed for reasons such as, but not limited to, the Company not having received payment for the shares.

 

Pursuant to a subscription agreement executed prior to the fiscal year ended June 30, 2025, the Company received $50,000 in proceeds for the sale of 5,000,000 freely transferable shares of common stock to an accredited investor under its qualified Regulation A+ Tier II offering statement. The shares were subsequently issued on or about July 1, 2025. (see Note 10 - Shares Payable).

 

Subsequent to June 30, 2025, the Company completed the following equity issuances to accredited investors:

 

On or about July 15, 2025, the Company issued 10,000,000 shares of restricted common stock at $0.02 per share in a private placement.

 

On or about July 15, 2025, the Company issued 5,000,000 shares of restricted common stock at $0.02 per share under a separate subscription agreement, granting piggyback registration rights.

 

On or about July 29, 2025, the Company issued 12,500,000 shares of restricted common stock at $0.02 per share.

 

On or about August 10, 2025, the Company issued 1,000,000 shares of restricted common stock at $0.03 per share.

 

On or about August 14, 2025, the Company issued 12,500,000 shares of restricted common stock at $0.02 per share.

 

On or about August 19, 2025, the Company issued 12,500,000 shares of restricted common stock at $0.02 per share.

 

On or about August 21, 2025, the Company issued 1,500,000 shares of restricted common stock at $0.02 per share.

 

On or about August 25, 2025, the Company issued 10,000,000 shares of restricted common stock at $0.01 per share.

 

On or about August 25, 2025, the Company issued (i) 500,000 shares of restricted common stock at $0.02 per share, (ii) 10,000,000 shares of restricted common stock at $0.01 per share, and (iii) 4,000,000 shares of restricted common stock at $0.01 per share. 

 

All restricted issuances were made in reliance on exemptions under Section 4(a)(2) and Rule 506(b) of Regulation D. No underwriting discounts or commissions were paid, and proceeds are intended for general corporate purposes.

 

Additional Information: 

 

Quick Capital, LLC Note Purchase Agreement and Convertible Promissory Note

 

On July 22, 2025, the Company entered into a Note Purchase Agreement (the “Purchase Agreement”) with Quick Capital, LLC, a Wyoming limited liability company (“QC”), pursuant to which the Company issued a convertible promissory note in the principal amount of $55,555.56 (the “QC Note”).

 

In connection with the Purchase Agreement, the Company also issued to QC a warrant resulting in the issuance of 2,777,778 warrant shares at an exercise price of $.02 per share with a 5 year term equivalent to 100% warrant coverage, entitling QC to purchase shares of common stock equal to 100% of the principal amount of the QC Note.

 

The QC Note and the related securities were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder.

 

Coventry Enterprises LLC Securities Purchase Agreement and Promissory Note

 

On July 22, 2025, the Company entered into a Securities Purchase Agreement with Coventry Enterprises LLC, a Delaware limited liability company (“Coventry”), pursuant to which the Company issued a promissory note in the principal amount of $200,000.00 (the “Coventry Note”).

 

The Coventry Note includes $20,000.00 of guaranteed interest, and was issued with an original issue discount of $20,000.00 and $10,000.00 allocated to legal documentation fees, resulting in gross proceeds to the Company of $170,000.00.

 

The Coventry Note is repayable in 12 equal monthly installments of $18,333.33 beginning on August 22, 2025, and maturing on July 22, 2026.

 

The Company shall issue ten million (10,000,000) shares of its restricted common stock (in book entry form) to Coventry Enterprises LLC (“Coventry”) as commitment stock (the “Commitment Stock”). If the Company repays all of its obligations in full and in accordance with the terms of the Promissory Note, and was never in default during the term of the Note (independently of any cure period), then Coventry shall, within ten (10) calendar days thereafter, return five million (5,000,000) of the Commitment Stock shares to the Company’s treasury for cancellation.

 

The Company shall reserve thirty million (30,000,000) shares of its common stock for issuance to Coventry upon conversion of the Promissory Note.

 

Coventry Enterprises LLC Equity Line Agreement

 

The Company entered into a Common Stock Purchase Agreement (the “Equity Line Agreement”) with Coventry Enterprises LLC, pursuant to which Coventry committed to purchase up to $10,000,000.00 of the Company’s common stock over a 36-month period beginning on the effective date of the registration statement required under the agreement.

 

As an inducement to Coventry Enterprises LLC (“Coventry”) entering into this Equity Line Agreement, the Company shall, as of the date of this Agreement and for no additional consideration, issue to Coventry an aggregate of five million (5,000,000) shares of Common Stock (the “Commitment Shares”). Upon issuance, the Commitment Shares shall be duly authorized, fully paid, and non-assessable. In lieu of delivering a physical certificate for the Commitment Shares, the Company shall cause its transfer agent to record such shares in electronic book entry format on its books and records and shall provide Coventry with a statement documenting such notation.

 

The descriptions of the Quick Capital, LLC Note Purchase Agreement and Convertible Promissory Note, Coventry Enterprises LLC Securities Purchase Agreement and Promissory Note, and Coventry Enterprises LLC Equity Line Agreement (collectively, the “Agreements”) provided herein are summaries and do not contain all the details. Complete copies of each Agreement are included as exhibits to this Annual Report (see Exhibits 10.2 through 10.7).