v3.26.1
Stockholders' Equity
 6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
Stockholders' Equity

Note 5 – Stockholders' Equity

 

The Company is authorized to issue 150,000,000 shares of common stock, par value $0.001 per share. As of June 30, 2026, there were 129,810,580 shares of common stock issued and outstanding. As of December 31, 2025, there were 42,690,580 shares issued and outstanding.

 

Since January 1, 2025 through June 30, 2026, the Company issued shares for services, asset acquisitions, cash, and subscription consideration. During the six months ended June 30, 2026, the Company issued an aggregate of 87,120,000 shares of common stock and recorded an aggregate increase of $87,120 to common stock and $2,964,890 to additional paid-in capital. A stock subscription receivable of $182,810 was recorded as contra-equity. The net increase in stockholders’ equity resulting from the 2026 issuances, before the effect of net loss, was $2,869,200. The accompanying financial statements reflect 129,810,580 shares issued and outstanding as of June 30, 2026.

 

Set forth below is information regarding the issuance and sales of securities without registration through June 30, 2026. No such sales involved the use of an underwriter, no advertising or public solicitation was involved, the securities bear a restrictive legend, and no commissions were paid in connection with the sale of any securities.

 

The individual issuances are summarized below:

 

• On June 8, 2025, the Company issued 1,500,000 shares of common stock to a non-affiliated entity for services.

• On June 9, 2025, the Company issued 1,000,000 shares of common stock to a non-affiliated individual for services.

• On July 5, 2025, the Company issued 500,000 shares of common stock to a non-affiliated individual for services.

• On July 8, 2025, the Company issued 1,000,000 shares of common stock to a non-affiliated entity for services.

• On July 29, 2025, the Company issued 66,667 shares of common stock to a non-affiliated individual for cash.

 

• On August 20, 2025, the Company issued 173,913 shares of common stock to a non-affiliated entity in exchange for an asset.

• On September 23, 2025, the Company issued 200,000 shares of common stock to a non-affiliated individual for services.

• On October 10, 2025, the Company issued 500,000 shares of common stock to a non-affiliated entity for services.

• On October 15, 2025, the Company issued an aggregate of 1,780,000 shares of common stock, consisting of 1,500,000 shares issued to a non-affiliated entity for services and 280,000 shares issued to a non-affiliated individual for cash.

• On November 1, 2025, the Company issued 1,400,000 shares of common stock to a non-affiliated individual for services.

• On November 3, 2025, the Company issued 1,000,000 shares of common stock to a non-affiliated individual for services.

• On November 12, 2025, the Company issued 1,000,000 shares of common stock to a non-affiliated individual for services.

• On November 28, 2025, the Company issued 400,000 shares of common stock to a non-affiliated individual for cash.

• On January 23, 2026, the Company issued 500,000 shares of common stock to a non-affiliated individual for cash.

• On January 28, 2026, the Company issued 500,000 shares of common stock to a non-affiliated individual for cash.

• On April 13, 2026, the Company issued 1,200,000 shares of common stock to a non-affiliated individual for cash.

• On April 15, 2026, the Company issued 2,000,000 shares of common stock to a non-affiliated corporation for services.

• On April 16, 2026, the Company issued 2,000,000 shares of common stock to a non-affiliated corporation for services.

• On June 17, 2026, the Company issued 75,000,000 shares of common stock to an affiliated individual (Andrew Read, CEO) for services.

• On June 21, 2026, the Company issued 5,920,000 shares of common stock to a non-affiliated investor pursuant to the equity line of credit agreement. The Company recorded aggregate consideration of $182,810. The consideration had not been collected as of June 30, 2026 and was recorded as a stock subscription receivable within stockholders’ equity.

 

As of June 30, 2026, the Company had 129,810,580 shares of common stock issued and outstanding.

 

Warrants

 

During 2025, the Company issued warrants to purchase an aggregate of 946,667 shares of common stock to the Beling Family Trust. During the six months ended June 30, 2026, the Company issued additional warrants to purchase an aggregate of 2,200,000 shares of common stock to the Beling Family Trust, including a warrant issued on April 13, 2026 to purchase up to 1,200,000 shares of common stock at an exercise price of $0.015 per share. The April 13, 2026 warrant expires on April 13, 2029.

 

A summary of warrant activity for the six months ended June 30, 2026 is as follows:

         
    Warrants   Weighted Average Exercise Price 
 Outstanding at December 31, 2025    946,667   $0.08 
 Granted    2,200,000   $0.03 
 Exercised    —   $— 
 Expired    —   $— 
 Outstanding at June 30, 2026    3,146,667   $0.05 
 Exercisable at June 30, 2026    3,146,667   $0.05 

 

A summary of warrant activity for the six months ended June 30, 2025 is as follows:

             
      Warrants    Weighted Average Exercise Price 
 Outstanding at December 31, 2025    —    — 
 Granted    —    — 
 Exercised    —    — 
 Expired    —    — 
 Outstanding at June 30, 2026    —    — 
 Exercisable at June 30, 2026    —    — 

 

As of June 30, 2026, 3,146,667 warrants were outstanding and exercisable, with a weighted average exercise price of approximately $0.05 per share.

 

The following table summarizes warrants outstanding at June 30, 2026:

               
Grant Date  Shares Under Warrant   Exercise Price   Expiration Date  Exercise Terms 
July 29, 2025   (2,992,201   $0.30   July 29, 2028   Cash exercise 
September 8, 2025   (628,362   $0.10   September 8, 2028   Cash exercise 
October 15, 2025   280,000   $0.05   October 15, 2028   Cash exercise 
November 28, 2025   628,362   $0.05   November 28, 2028   Cash exercise 
January 23, 2026   500,000   $0.05   January 23, 2029   Cash exercise 
January 28, 2026   500,000   $0.05   January 28, 2029   Cash exercise 
April 13, 2026   1,200,000   $0.015   April 13, 2029   Cash exercise 
Total / Weighted Average   3,146,667   $0.05         

 

Weighted Average term remaining:

 

For the current period issuances:

 

2,200,000 warrants issued during the six months ended June 30, 2026 had a weighted-average remaining contractual term of approximately 2.69 years as of June 30, 2026.

 

For the total warrants outstanding at June 30, 2026:

 

3,146,667 warrants outstanding had a weighted-average remaining contractual term of approximately 2.58 years as of June 30, 2026.

 

We have never utilized an underwriter for an offering of our securities. Other than the securities mentioned above and the common stock issuances described below, we have not issued or sold any other securities.

 

During the six months ended June 30, 2026, the Company issued an aggregate of 87,120,000 shares of common stock. The financial statements record an aggregate increase of $87,120 in common stock and $2,964,890 in additional paid-in capital. The Company also recorded a stock subscription receivable of $182,810 as contra-equity, resulting in a net increase in stockholders’ equity of $2,869,200 for these issuances before the effect of net loss.