| SUBSEQUENT EVENTS |
NOTE
14 – SUBSEQUENT EVENTS
Unit
Offering
Subsequent
to June 30, 2026, the Company raised net cash proceeds of $23,000 (after payment of $2,000 in commission) the fair value of the Common
Stock was determined based on the quoted price of $0.051 per share on the issuance date. The fair value of the warrants was estimated
using the Black-Scholes option-pricing model, resulting in a fair value of $0.020 per warrant.
In
accordance with ASC 505-10-30-6 (Relative Fair Value Allocation), the total proceeds were allocated to the Common Stock and the
warrants based on their relative fair values on the date of issuance.
The
allocation was calculated as follows:
SCHEDULE OF ALLOCATION OF FAIR VALUE IN PRIVATE PLACEMENT
| Component | |
Standalone Fair Value | | |
% of Total Fair Value | | |
Allocation of Proceeds | | |
Allocation per Share/Warrant | |
| Common Stock (450,000 shares) | |
$ | 12,199 | | |
| 64.14 | % | |
$ | 14,753 | | |
$ | 0.0328 | |
| Common Stock (450,000 shares) | |
$ | 12,199 | | |
| 64.14 | % | |
$ | 14,753 | | |
$ | 0.0328 | |
| Warrants (416,667 warrants) | |
| 6,819 | | |
| 35.86 | % | |
| 8,247 | | |
| 0.0198 | |
| Total | |
$ | 19,017 | | |
| 100 | % | |
$ | 23,000 | | |
| | |
The
allocated value per share is $0.033 ($14,753 ÷ 450,000 shares), and the allocated value per warrant is $0.020 ($8,247 ÷
416,667 warrants), or a 20.9% premium to market.
Shares
earned/paid, but not yet issued, subsequent to June 30, 2026:
SCHEDULE OF SHARES AWARDED
| Date |
|
|
# Shares |
|
|
Amount |
|
|
Price/Share |
|
|
Type |
|
Notice |
|
| 7/01/2026 |
b |
†
|
|
31,081,875 |
|
|
$ |
1,360,606 |
|
|
$ |
0.044 |
|
|
plan
2021 |
|
affiliate |
|
| 7/01/2026 |
b |
|
|
705,058 |
|
|
|
30,619 |
|
|
|
0.043 |
|
|
plan
2021 |
|
|
|
| 7/01/2026 |
a |
|
|
736,770 |
|
|
|
27,476 |
|
|
|
0.037 |
|
|
consulting
fee |
|
|
|
| 7/01/2026 |
a |
|
|
106,667 |
|
|
|
— |
|
|
|
— |
|
|
commission |
|
|
|
| 7/08/2026 |
a |
* |
|
450,000 |
|
|
|
14,753 |
|
|
|
0.033 |
|
|
private
placement |
|
|
|
| 7/08/2026 |
a |
* |
|
— |
|
|
|
8,247 |
|
|
|
— |
|
|
private
placement |
|
warrants |
|
| 7/05/2026 |
a |
|
|
150,000 |
|
|
|
3,750 |
|
|
|
0.025 |
|
|
consulting
fee |
|
|
|
| 8/10/2026 |
a |
|
|
150,000 |
|
|
|
3,300 |
|
|
|
0.022 |
|
|
consulting
fee |
|
|
|
| 8/14/2026 |
|
|
|
33,380,370 |
|
|
$ |
1,448,751 |
|
|
$ |
0.043 |
|
|
|
|
|
|
Warrants
paid, but not yet issued, subsequent to June 30, 2026
| Date |
|
|
# Warrants |
|
|
wavg
Term |
|
|
wavg
Exerc |
|
|
Type |
|
Notice |
|
| 7/08/2026 |
a |
* |
|
416,667 |
|
|
|
5.0 |
|
|
$ |
0.12 |
|
|
|
|
|
|
| * |
During
the period from April 20, 2026, to May 8, 2026, the Company proposed a private placement offering investors to purchase shares and
warrants issued together as a unit; however, each warrant is detachable and separately exercisable to purchase one share of Common
Stock. The average price was $0.06 per unit, less a broker (Member FINRA / SIPC) fee consisting of 8% cash commission and 8% bonus
shares. The Company raised a total of $23,000 (after $2,000 cash commission) and issued 450,000 shares of Common Stock (after 33,333
bonus shares), as well as 416,667 5-year warrants exercisable to buy Common Stock at $0.12 per share. The net received by the Company
was $0.053 per unit. As at August 14, 2026, shares and warrants have not yet been issued. |
| |
|
| †
|
The
shares will be issued as shares of Preferred Stock, but are for comparison purposes expressed as Common share equivalents. |
| |
|
| a |
The
Company claims an exemption from the registration requirements of the Securities Act for the private placement of these securities
pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act. |
| b |
The
Company claims an exemption from the registration requirements of the Securities Act for the compensatory benefit plan pursuant to
Rule 701 of the Securities Act. |
Management
sees no further subsequent events requiring disclosure.
|