Stockholders’ Deficit |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Equity [Abstract] | |
| Stockholders’ Deficit | Note 9 — Stockholders’ Deficit
On January 1, 2026, the Company filed a Certificate of Amendment with the State of Nevada to increase the number of preferred shares authorized to issue to preferred shares with a $ par value. Of these shares, shares of Series A Preferred Stock have been issued in prior periods and these shares are super-voting with 10 votes per share. On January 26, 2026, the Company designated 500 of the remaining 9,900,000 shares as Series B Preferred Stock. On April 23, 2026, the Company filed a Certificate of Amendment with the State of Nevada to increase the number of Series B Preferred Shares from to . All other shares have one voting right.
Preferred Stock
Shares Issued for Cash
During the six months ended June 30, 2026, the Company issued shares of Series B Preferred Stock for cash received in prior periods totaling $4,137,500. The cash previously received was recorded as Unissued stock liability. The cash previously received was recorded as Unissued stock liability. During the six months ended June 30, 2026, the Company issued warrants associated with the Series B Preferred Stock. (See Footnote 8)
During the six months ended June 30, 2026, the Company issued shares of Series B Preferred Stock for services rendered valued at $488,358. In addition, the Company recognized a gain on extinguishment of debt of $350,263 within other income in the accompanying condense statements of operations. The warrants associated with these Series B Preferred Stock have not yet been issued.
Common Stock
Shares Issued for Cash
During the six months ended June 30, 2026, the Company issued shares of common stock for cash received of $684,900.
Shares Issued for Services
During the six months ended June 30, 2026, the Company issued shares of common stock for services rendered valued at $547,972.
Convertible Note Payable Conversion
During the six months ended June 30, 2026, the convertible note holder (see Footnote 7) converted $25,000 principal and $ accrued interest into shares of common stock.
Conversion of Preferred Shares
During the six months ended June 30, 2026, the Company issued shares of Common Stock in connection with the conversion of shares of Series B Preferred Stock. As of June 30, 2026, the Common Stock had been issued, while the corresponding cancellation of the Series B Preferred Stock remained pending. Although the administrative process related to the conversion had not been fully completed as of June 30, 2026, the common shares had been issued prior to period end.
Subsequent to June 30, 2026, the shareholder completed the conversion of its entire holding of shares of Series B Preferred Stock into shares of Common Stock. In connection with the completion of the conversion, duplicate shares of common stock were cancelled to reflect the appropriate number of shares issuable upon conversion.
Accordingly, based on the substance of the transaction, the conversion of the shares of Series B Preferred Stock is reflected in the accompanying financial statements as having occurred prior to June 30, 2026.
Commitment/Contingency Shares
During the six months ended June 30, 2026, the Company issued shares of common stock per the settlement agreement signed in March 2026. (see Footnote 4). The value of these shares is $312,500.
Deferred Stock-Based Compensation
During the year ended November 30, 2024, the Company issued shares of common stock for future services valued at $1,000,000. These shares were recorded as Deferred Stock-based compensation and the value of the shares is being amortized over three years. The value of the Deferred Stock-based compensation is an offset to Additional Paid in Capital. During the six months ended June 30, 2026, there was $166,666 amortization recorded.
Subscription Receivable
As of the six months ended June 30, 2026, the Company had issued shares valued at $ for which funds had not yet been received. This subscription receivable is an offset to Additional Paid in Capital.
Shares Cancelled
During the six months ended June 30, 2026, the Company cancelled shares of Reg A shares for a value of $1,000. These shares were part of the Regulation A offering. After the shares were issued, the investors challenged the investments. The Company cancelled the shares because of this challenge.
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