SUBSEQUENT EVENTS |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| SUBSEQUENT EVENTS | |
| SUBSEQUENT EVENTS | NOTE 7 – SUBSEQUENT EVENTS
On April 2, 2026, Greg Lambrecht converted $45,600 of the outstanding convertible promissory note into 76,000,000 shares of the Company's common stock, pursuant to the terms of the applicable debt agreement.
On April 10, 2026, Jennifer Fuas converted 1,509,200 shares of preferred stock into 37,730,000 shares of common stock in accordance with the applicable conversion provisions.
On April 13, 2026, the Company entered into a First Amendment to Purchase and Sale Agreement with Jefferson Enterprise Energy, LLC, amending that certain Purchase and Sale Agreement effective March 12, 2026, relating to the Company’s acquisition of certain real property and related assets located in Angelina County, Texas. The amendment extended the closing date from April 15, 2026 to May 22, 2026, while maintaining the total purchase price of $11,168,864. In consideration for the extension, the $250,000 previously deposited by the Company as earnest money was deemed fully earned by the seller as a non-refundable extension fee and will not be credited against the purchase price at closing, regardless of whether the transaction closes or is terminated. The Company is further required, upon the seller’s written request during the extension period, to provide reasonable documentation demonstrating its financial ability to close, including financing term sheets, commitment letters, or evidence of available funds.
On May 2, 2026, the Company entered into an Agreement and Plan of Stock Exchange with Sim Agro Inc. pursuant to which the Company will acquire a majority interest in Sim Agro in a strategic stock exchange transaction that has not yet closed. Upon closing, Sim Agro will issue shares representing 51% of its issued and outstanding capital stock on a fully diluted basis to the Company, and the Company will issue an aggregate of 150,000,000 shares of its common stock to Karthik Raghavan, the sole stockholder of Sim Agro, at closing, and an additional 100,000,000 shares of common stock on January 1, 2027, unless the Company elects to satisfy such obligation in cash in the amount of $2,100,000, subject to the terms of the agreement. Following closing, the Company will have the right for a period of 36 months to acquire additional newly issued shares of Sim Agro sufficient to increase its ownership interest up to 81% on a fully diluted basis in exchange for additional shares of the Company’s common stock based on the agreed valuation ratio. In connection with the transaction, the Company will assume approximately $2,324,033 of trade payables owed by Sim Agro to ENMAS EPC Power Projects Limited, which will be restructured at closing through the issuance of a $422,322 promissory note bearing interest at 10% per annum and maturing 18 months following closing, together with the issuance of 25,000,000 shares of the Company’s common stock to ENMAS. The transaction is subject to customary closing conditions, including stockholder approvals, regulatory approvals including FINRA approval of the related share issuance, absence of governmental prohibitions, absence of material adverse effect, and delivery of customary closing documentation, and may be terminated if closing has not occurred within 120 days of execution.
No other material subsequent events were identified that would require adjustment to or disclosure in the financial statements. |