Stockholders’ Deficit |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Equity [Abstract] | |
| Stockholders’ Deficit | 10. Stockholders’ Deficit
Common Stock
The Company is authorized to issue shares of common stock with a par value of $ per share. As of March 31, 2026 and December 31, 2025, there were and shares of common stock issued and outstanding, respectively.
The Company enacted a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.00001 per share (the “Common Stock”), at a ratio of 1,000-for-1 (the “Reverse Stock Split”). The Reverse Stock Split became effective on March 10, 2025 (the “Effective Date”). All share amounts presented in this 10-Q have been retroactively adjusted to reflect the Reverse Stock Split.
On April 1, 2025, the Company issued restricted shares of Common Stock to an individual for services rendered at the market price of $ per share for a total value of $102,000.
On June 10, 2025, the Company issued restricted shares of Common Stock to five individuals for services rendered at the market price of $ per share for a total value of $441,100. With shares issued to related parties.
On June 24, 2025, the Company issued restricted shares of Common Stock to an individual for services rendered at the market price of $ per share for a total value of $800,000.
On July 7, 2025, BluSky AI Inc., entered into an Acquisition and Power Assignment Agreement with Digital Asset Medium, LLC (“DAM”), a Wyoming limited liability company, whose managing member, Trent D’Ambrosio, is also the Company’s CEO (see Note 5). In exchange for the assignment of the Power Commitment in the Acquisition Agreement, the Company issued shares of its restricted common stock to DAM. The Company used a large block stock valuation model to value this stock issuance, which resulted in a valuation of $9,800,000. The solar power asset, which was reviewed by a valuation specialist, was valued at $1,289,309. The difference of $8,510,691 has been treated as a deemed dividend by the Company. Normally, this dividend would be recorded in retained earnings. However, the Company has a negative retained earnings balance, so the difference was recorded against additional paid-in capital.
In August and September 2025, the Company issued shares of common stock at $ per share. See note 8 for more details.
On September 4, 2025, the Company issued shares of common stock to five consultants per consulting agreements. These shares were valued at $per share and the Company recognized consulting fees of $153,000.
On September 24, 2025, the Company issued shares of common stock to D. D’Ambrosio for the conversion of accrued interest of $47,042. These shares were valued at $ per share for a total value of $51,744 and the Company recognized a loss on extinguishment of debt of $4,702.
On September 30, 2025, the Company issued shares of common stock to Digital Asset Medium, LLC (“DAM”), a related entity, for the conversion of accrued interest of $29,129 and accounts payable of $35,908. These shares were valued at $ per share for a total value of $77,782 and the Company recognized a loss on extinguishment of debt of $12,745.
On September 30, 2025, the Company issued shares of common stock to a lender for the conversion of a note payable with a balance of $55,000. These shares were valued at $ per share for a total value of $65,780 and the Company recognized a loss on extinguishment of debt of $10,780.
On October 31, 2025, the Company issued restricted shares of Common Stock to an individual for services rendered at the market price of $per share for a total value of $20,300.
On December 12, 2025, the Company issued shares of Common Stock to a lender on a Reg D convertible note payable. These shares were valued at $ per share for a total of $76,077. The Company recognized a loss on extinguishment of debt of $26,077 on this conversion.
On December 15, 2025, the Company issued restricted shares of Common Stock to an individual for services rendered at the market price of $per share for a total value of $15,500.
On January 10, 2026, the Company issued shares of Common Stock to a lender on a Reg D convertible note payable. These shares were valued at $per share for a total of $72,920. The Company recognized a loss on extinguishment of debt of $22,920 on this conversion.
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