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SUBSEQUENT EVENTS
3 Months Ended
Mar. 31, 2026
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 10 – SUBSEQUENT EVENTS

 

The Company has evaluated events and transactions occurring subsequent to March 31, 2026 and through the date these consolidated financial statements were issued for potential recognition or disclosure in the financial statements. No material subsequent events have been identified that would require recognition or disclosure in the accompanying financial statements, other than as may be disclosed herein.

 

Cancellation of Legacy Share Issuances

 

Subsequent to March 31, 2026, the Company obtained an amended default judgment in the Superior Court of Washington, King County, rescinding certain legacy asset purchase agreements and declaring void ab initio the prior issuance of an aggregate 1,683,000,000 shares of the Company’s common stock. Pursuant to the order, the Company’s transfer agent was authorized and directed to cancel such shares and correct the Company’s stock ledger accordingly. Management has evaluated this event as a subsequent event occurring after the balance sheet date and has presented it herein for disclosure purposes.

 

Reduction in Authorized Common Stock

 

Effective May 1, 2026, the Company filed a Certificate of Amendment with the Texas Secretary of State reducing its authorized common stock from 3,000,000,000 shares to 1,800,000,000 shares. The amendment did not modify the Company’s authorized preferred stock, which remains at 20,000,001shares. This amendment affects the Company’s authorized capital structure only and does not, by itself, impact the number of shares issued and outstanding as of March 31, 2026.

 

Issuance of Exchange Shares Pursuant to Share Exchange Agreement

 

Subsequent to March 31, 2026, and pursuant to the terms of the Share Exchange Agreement dated December 16, 2025, in connection with the Company’s previously disclosed acquisition of Kepler Fusion Technologies Inc., the Company issued 240,000,000 shares of its common stock to Brent Nelson, as seller under the Share Exchange Agreement, in satisfaction of the Company’s contractual obligation to deliver the exchange consideration contemplated by the transaction. The issuance was effected following the availability of sufficient authorized but unissued common stock following the cancellation of certain legacy shares previously ordered returned to treasury. This issuance represents the fulfillment of a pre-existing contractual obligation arising from the acquisition transaction and does not constitute a new compensatory or financing issuance. 

 

Prepaid Warrants

 

As of May 15, 2026, the Company issued prepaid warrants to Pinnacle Consulting Services Inc. for an additional $350,000 in cash proceeds and for an aggregate total of $863,000.