Advisory Agreement and Series C Preferred Stock	9 Months Ended
Jun. 30, 2026
Advisory Agreement and Series C Preferred Stock [Abstract]
ADVISORY AGREEMENT AND SERIES C PREFERRED STOCK	NOTE 6 – ADVISORY AGREEMENT AND SERIES C PREFERRED STOCK On April 16, 2026, the Company entered into an Advisory Agreement (the “Advisory Agreement”) with Brio Advisory Group LLC (the “Consultant”), pursuant to which the Consultant will provide the Company advisory services including, but not limited to, in connection with strategic initiatives, capitalization, financial and other planning, due diligence, financing efforts, and the Company will issue to the Consultant shares of preferred stock which will be valued as follows: (i) $300,000 per tranche ($1,200,000 in the aggregate if all four Tranches of funding under the Note are funded to the Company) at the time of the Exchange Listing, or (ii) if there is no Exchange Listing within one year of the date of the Advisory Agreement, that will convert into $300,000 of Company common stock per Tranche based on the five-day average closing price at such time, but in no event at less than $1.00 per share. In connection with the Advisory Agreement, on May 4, 2026, the Company’s board of directors (“Board of Directors” or “Board”) contemplated by the board at the time of the approval approved the designation of four shares of its authorized preferred stock as Series C Preferred Stock with a par value of $0.001 per share (the “Series C”). Each share of Series C carries one vote. On May 5, 2026, the Company filed a Certificate of Designation with the State of Nevada to designate its Series C Preferred Stock (see Note 7) as required by the Advisory Agreement described above. During three and nine months ended June 30, 2026, the Company issued 3 shares of Series C to Brio Advisory Group LLC. Each share of Series C is convertible, at the option of the holder, into shares of common stock at the following conversion rates: (i) if the Company’s common stock has been listed for trading on The Nasdaq Capital Market, the NYSE American, or another equivalent national securities exchange by April 14, 2027, the Series C will convert at a rate of $300,000 divided by the official closing price of the Company’s common stock reported by The Nasdaq Capital Market, the NYSE American, or other exchange (“Uplist Conversion”), or (ii) if the Company’s common stock is not listed on a national securities exchange within one year of the date of the Advisory Agreement, the Series C will be convertible into common stock at $300,000 per tranche based on the five-day average closing price of the OTC Market (if the common stock has not been listed with a national securities exchange), but in no event at less than $1.00 per share (“OTC Conversion”). The Series C was issued to the Consultant as compensation for advisory services and is accounted for as a non-employee share-based payment award under ASC 718. The award vested at issuance, is not subject to a service or performance condition, and is classified within permanent stockholders’ equity. Because the award is within the scope of ASC 718, the award and its embedded conversion feature are excluded from the requirements of ASC 815 under ASC 815-10-15-74(b), and the conversion feature has not been separately evaluated for separation as a derivative. The Company has also evaluated the Series C under ASC 480 and ASC 480-10-S99-3A and concluded that it is not a liability and is not required to be presented as temporary equity. The Company measured the award at its grant-date fair value using a probability-weighted model of the two settlement outcomes available to the holder under the Certificate of Designation, reduced by a discount for lack of marketability. The significant assumptions used were a 30% probability that the Company’s common stock is listed on a national securities exchange on or before April 14, 2027, a 25% discount for lack of marketability, and the fair value of the Company’s common stock at each grant date determined using a trailing 30-day volume-weighted average price of executed transactions. The Company recognized $381,641 of expense within professional fees for the three and nine months ended June 30, 2026, with a corresponding credit to additional paid-in capital. The award is not subsequently remeasured. Since the Series C was issued in connection with a service agreement, the Company has applied the provisions of ASC 718 Stock Compensation and have recorded the grant-date fair value of the Series C of $381,641 as an expense within professional fees on the statements of operations and additional paid-in-capital. The grant-date fair value of the Series C was computed by weighting the probability of each settlement provision, the Uplist Conversion and the OTC Conversion (see above). We applied a 30% probability weighting to the fixed monetary Uplist Conversion into a variable number of shares and 70% to the OTC Conversion with $1.00 floor conversion price. Further, we applied a 30-day volume weighted average price to the OTC Conversion due to the Company’s stock being thinly traded on the Series C issuance dates which were approximately $0.4890 and $0.3242 per share, respectively. The grant-date fair value was discounted by 25% for a lack of marketability discount.

Advisory Agreement and Series C Preferred Stock

9 Months Ended

Jun. 30, 2026

Advisory Agreement and Series C Preferred Stock [Abstract]

ADVISORY AGREEMENT AND SERIES C PREFERRED STOCK

NOTE 6 – ADVISORY AGREEMENT AND SERIES C PREFERRED STOCK

On April 16, 2026, the Company entered into an Advisory Agreement (the “Advisory Agreement”) with Brio Advisory Group LLC (the “Consultant”), pursuant to which the Consultant will provide the Company advisory services including, but not limited to, in connection with strategic initiatives, capitalization, financial and other planning, due diligence, financing efforts, and the Company will issue to the Consultant shares of preferred stock which will be valued as follows: (i) $300,000 per tranche ($1,200,000 in the aggregate if all four Tranches of funding under the Note are funded to the Company) at the time of the Exchange Listing, or (ii) if there is no Exchange Listing within one year of the date of the Advisory Agreement, that will convert into $300,000 of Company common stock per Tranche based on the five-day average closing price at such time, but in no event at less than $1.00 per share.

In connection with the Advisory Agreement, on May 4, 2026, the Company’s board of directors (“Board of Directors” or “Board”) contemplated by the board at the time of the approval approved the designation of four shares of its authorized preferred stock as Series C Preferred Stock with a par value of $0.001 per share (the “Series C”). Each share of Series C carries one vote. On May 5, 2026, the Company filed a Certificate of Designation with the State of Nevada to designate its Series C Preferred Stock (see Note 7) as required by the Advisory Agreement described above. During three and nine months ended June 30, 2026, the Company issued 3 shares of Series C to Brio Advisory Group LLC.

Each share of Series C is convertible, at the option of the holder, into shares of common stock at the following conversion rates: (i) if the Company’s common stock has been listed for trading on The Nasdaq Capital Market, the NYSE American, or another equivalent national securities exchange by April 14, 2027, the Series C will convert at a rate of $300,000 divided by the official closing price of the Company’s common stock reported by The Nasdaq Capital Market, the NYSE American, or other exchange (“Uplist Conversion”), or (ii) if the Company’s common stock is not listed on a national securities exchange within one year of the date of the Advisory Agreement, the Series C will be convertible into common stock at $300,000 per tranche based on the five-day average closing price of the OTC Market (if the common stock has not been listed with a national securities exchange), but in no event at less than $1.00 per share (“OTC Conversion”).

The Series C was issued to the Consultant as compensation for advisory services and is accounted for as a non-employee share-based payment award under ASC 718. The award vested at issuance, is not subject to a service or performance condition, and is classified within permanent stockholders’ equity. Because the award is within the scope of ASC 718, the award and its embedded conversion feature are excluded from the requirements of ASC 815 under ASC 815-10-15-74(b), and the conversion feature has not been separately evaluated for separation as a derivative. The Company has also evaluated the Series C under ASC 480 and ASC 480-10-S99-3A and concluded that it is not a liability and is not required to be presented as temporary equity.

The Company measured the award at its grant-date fair value using a probability-weighted model of the two settlement outcomes available to the holder under the Certificate of Designation, reduced by a discount for lack of marketability. The significant assumptions used were a 30% probability that the Company’s common stock is listed on a national securities exchange on or before April 14, 2027, a 25% discount for lack of marketability, and the fair value of the Company’s common stock at each grant date determined using a trailing 30-day volume-weighted average price of executed transactions. The Company recognized $381,641 of expense within professional fees for the three and nine months ended June 30, 2026, with a corresponding credit to additional paid-in capital. The award is not subsequently remeasured.

Since the Series C was issued in connection with a service agreement, the Company has applied the provisions of ASC 718 Stock Compensation and have recorded the grant-date fair value of the Series C of $381,641 as an expense within professional fees on the statements of operations and additional paid-in-capital. The grant-date fair value of the Series C was computed by weighting the probability of each settlement provision, the Uplist Conversion and the OTC Conversion (see above). We applied a 30% probability weighting to the fixed monetary Uplist Conversion into a variable number of shares and 70% to the OTC Conversion with $1.00 floor conversion price. Further, we applied a 30-day volume weighted average price to the OTC Conversion due to the Company’s stock being thinly traded on the Series C issuance dates which were approximately $0.4890 and $0.3242 per share, respectively. The grant-date fair value was discounted by 25% for a lack of marketability discount.