v3.26.1
SUBSEQUENT EVENTS
6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 10 - SUBSEQUENT EVENTS

 

Frame Agreement Update

 

On March 23, 2026, the Company approved and authorized the execution of an Asset Purchase Agreement, dated as of March 20, 2026. On July 7, 2026 a Confirmation and Variation Agreement was executed modifying certain terms in the Asset Purchase Agreement. Both agreements are discussed in detail in Note 4.

 

Issuance of Common Stock

 

On July 6, 2026, the Company issued 32,000,000 shares of its common stock to its CEO, Ron Levy, in exchange for a reduction in his accrued, but unpaid, compensation of $100,000.

 

On the same date, the Company issued 32,000,000 shares of common stock to Three Mile Creek Future LLC in satisfaction of subscriptions of approximately $100,000 received in the six months ended June 30. The Company’s Chief Strategy Officer, Rafael Furst, is the managing member of the LLC.

 

The Company also issued 73,600,000 shares on that date to investors to satisfy $230,000 of PIPE subscriptions payable as of June 30, 2026

 

The Company issued 135,000,000 shares as compensation to an employee with a fair value of $148,000 and 51,383,364 shares as non-employee compensation for legal and accounting services with a fair value of $56,522 on July 6, 2026.

 

Promissory Notes – EKSA Holdings, Practivist and Robert Nail

 

These notes were due in August, 2026. As of the filing date, they are past due. No demand has been made, no interest is accruing, and no enforcement action has been taken.

 

Subscription

 

On August 14, 2026, the Company received an investment of $150,000 from Red Neck Yacht Fund LP in exchange for a subscription to receive 375,000,000 shares of common stock, representing approximately 6.0% of the outstanding shares of the Company after the transaction. In addition, the investor will receive a prepaid warrant to participate in the Company’s next subsequent private placement offering of securities, if any, for gross proceeds of not less than $1,000,000.