Note 12 - Shareholder Equity

Preferred Stock

The authorized preferred stock of the Company consists of 20,000,000 shares with a par value of $0.001; 5,000,000 designated as Series A Convertible Preferred Stock (“Series A”) with 4,500,000 and 0 shares of Series A issued and outstanding as of March 31, 2026, and June 30, 2025, respectively. Series A shares are convertible into common shares at a conversion ratio of 100 common shares for each share of Series A stock.

On March 11, 2026, the Company issued 4,500,000 shares of Series A preferred stock to our sole officer and director, Levi Jacobson, in connection with services rendered to the Company and the restructuring and realignment of existing ownership and control interests within the Company. The shares were valued by a third-party entity which considered the return of 245,000,000 shares of common stock in its evaluation (See Common Stock below and Note 13 - Shares Based Compensation).

Common Stock

The authorized common stock of the Company consists of 1,500,000,000 shares with a par value of $0.001. There were 465,935,905 and 274,736,005 shares of common stock issued and outstanding as of March 31, 2026 and June 30, 2025, respectively.

On January 22, 2026, the Company issued 45,000,000 shares of common stock to Mendel Holdings LLC, an entity controlled by our sole officer and director, as compensation for services rendered to the Company. The shares were valued at the fair market value of $0.19 per share, representing the closing market price of the Company’s common stock on the date of issuance (See Note 13 - Shares Based Compensation). In April 2026, these shares, along with 200,000,000 common shares previously issued to Mendel Holdings LLC, were returned to the Company’s treasury in connection with the restructuring and realignment of ownership and control interests associated with the issuance of the Series A Preferred Stock to Levi Jacobson (see above Preferred Stock and Note 14 – Subsequent Events).  

During the nine months ended March 31, 2026, the Company sold an aggregate of 10,000,000 shares to an investor pursuant to its qualified Regulation A+ Tier II offering, for total proceeds of $100,000. In addition, the Company issued a total of 115,750,000 shares of restricted common stock to 22 accredited investors in private placement transactions exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder, for aggregate proceeds of $1,850,000. Of these, 416,667 shares were sold at a purchase price of $0.06 per share for proceeds of $25,000, 5,000,000 shares were sold at a purchase price of $.05 per share for proceeds of $250,000, 4,000,000 shares were sold at a purchase price of $0.04 per share for proceeds of $160,000, 6,533,333 shares were sold at a purchase price of $0.03 per share for proceeds of $195,997, 55,250,000 shares were sold at a purchase price of $0.02 per share for proceeds of $1,105,000, 52,000,000 shares were sold at a purchase price of $0.01 for total proceeds of $520,000 and 3,000,000 shares were sold at a purchase price of $0.025 for proceeds of $75,000. The restricted shares are subject to transfer restrictions and bear appropriate restrictive legends.

During the period ended March 31, 2026, the Company issued 5,000,000 shares of common stock to Coventry as commitment shares related to the note payable to Coventry (see Note 11). These shares are to be held as a loan guaranty by Coventry until the loan is paid in full, when the shares will be returned to the Company.

Coventry Enterprises LLC Equity Line Agreement

The Company entered into a Common Stock Purchase Agreement (the “Equity Line Agreement”) with Coventry, pursuant to which Coventry committed to purchase up to $10,000,000 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 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 5,000,000 shares of Common Stock (the “Commitment Shares”). Upon issuance, the Commitment Shares shall be duly authorized, fully paid, and non-assessable.

As of March 31, 2026, the registration statement had not been filed or deemed effective. On November 10, 2025, the Company requested from Coventry the return of the 5,000,000 shares and canceled the Equity Line agreement with Coventry. The fair value of the shares has been recorded as a reduction to paid in capital until the resolution of the commitment shares.

Shares payable

During the year ended June 30, 2025, the Company received funds totaling $50,000 from a prospective shareholder. These shares were issued during the period ended September 30, 2025.

Warrants

Stock Warrants

The following table summarizes the stock warrant activity for the three months ended March 31, 2026: