SUBSEQUENT EVENTS |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| SUBSEQUENT EVENTS | |
| SUBSEQUENT EVENTS | Note 12 – SUBSEQUENT EVENTS
In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after June 30, 2026, up through the date the Company issued the unaudited consolidated financial statements and determined that the following subsequent events occurred:
Effective July 24, 2026, the Board of Directors accepted the resignation of Daniel Snyder as a Director pursuant to his retirement request. The resignation was for personal business reasons and was not the result of any dispute with the Company, management, financial statements, operations, policies, practices, or SEC reports.
Effective July 24, 2026, the Board appointed David Marshall Nissman to the Board of Directors. Mr. Nissman will also serve as a member of the Audit Committee together with Robert Fiallo and John Murray. The Company disclosed that there are no family relationships between Mr. Nissman and any director or executive officer, no arrangements or understandings pursuant to which he was appointed, and no transaction involving Mr. Nissman requiring disclosure under Item 404(a) of Regulation S-K.
On July 24, 2026, the Company also announced the appointments of Daniel Bell and Darryl Barnes to its Corporate Advisory Board to assist management and the Board of Directors with future growth, business planning, and shareholder communications.
On September 2, 2026, the Company filed with the Secretary of State of Wyoming a Certificate of Designation establishing a series of preferred stock designated as Series A Preferred Stock. The Series A Preferred Stock consists of 50,000 authorized shares, par value $0.01 per share. Each share of Series A Preferred Stock is entitled to 2,500 votes on matters submitted to shareholders and is convertible, solely at the option of the Company, into 2,500 shares of common stock, subject to the terms and adjustments set forth in the Certificate of Designation.
Subsequent to June 30, 2026, pursuant to shareholder requests and approval by the Board of Directors, holders surrendered shares of common stock for cancellation in connection with the issuance of shares of the Company’s Series A Preferred Stock, and the cancelled shares were returned to authorized capital. The Company had 440,152,858 shares of common stock outstanding at June 30, 2026 and issued 840,000 restricted shares on August 31, 2026 as described below. As of September 16, 2026, 145,991,661 shares of common stock were outstanding, reflecting the cancellation of 295,001,197 shares.
On August 26, 2026, Sustainable Properties, LLC, a wholly owned subsidiary of the Company, completed the acquisition of all of the issued and outstanding shares of G & O Landscaping, Inc. (“G&O”), an operating landscaping business, pursuant to a Stock Purchase Agreement entered into on August 18, 2026. G&O became an indirect wholly owned subsidiary of the Company. The stated purchase price was $1,820,000. No cash was paid to the sellers at closing. The consideration consisted of 840,000 restricted shares of the Company’s common stock issued on August 31, 2026 and a secured convertible promissory note issued on August 31, 2026 in the original principal amount of $980,000, the principal amount of which is subject to reduction by actual refinancing proceeds paid to the sellers.
The note bears simple interest at 6.00% per annum and matures on August 31, 2029. Beginning six months after issuance and continuing until maturity, the holders may convert all or a portion of the outstanding obligations into shares of the Company’s common stock at a conversion price equal to 85% of the 30-day volume-weighted average price of the Company’s common stock, with no contractual floor or cap. The note is secured by a pledge by Sustainable Properties, LLC of 100% of the outstanding shares of G&O, subject to senior-lender rights and any lender-required subordination arrangements. The acquisition and the related issuances occurred after June 30, 2026 and are non-recognized subsequent events under ASC 855-10-50. Accordingly, no adjustment has been made to the accompanying consolidated financial statements as of and for the three and six months ended June 30, 2026, and the initial accounting for the business combination, including the fair value of the consideration transferred and its allocation to the assets acquired and the liabilities assumed, is incomplete. The Company is evaluating whether historical financial statements of G&O and pro forma financial information are required under applicable rules and, if required, intends to file such information by amendment within the applicable filing period.
On September 9, 2026, the Company entered into a settlement agreement with Leonite Fund I, LP in the amount of $310,353.39 in respect of the convertible note issued to Leonite. In connection with that note the Company issued 20,000 commitment shares and a warrant to purchase 50,000 shares of common stock at an exercise price of $1.50 per share. On July 1, 2026, the Company received $75,000 representing the net proceeds of the third installment under the Leonite note. That installment was not consummated as of June 30, 2026 and is therefore not reflected in the accompanying consolidated financial statements. The settlement and the July 1, 2026 funding are non-recognized subsequent events under ASC 855-10-50 and no adjustment has been made to the accompanying consolidated financial statements as of and for the three and six months ended June 30, 2026.
On August 28, 2026 FIRST Insurance Funding issued a Notice of Intent to Cancel Insurance Coverage in respect of loan number 106833924, with a scheduled cancellation date of September 11, 2026. At September 2, 2026 the balance outstanding was $24,838.14, of which $3,634.02 was past due, and a second late charge of $100 had been assessed. The Company made payments of $3,534.02 on July 31, 2026 and $3,634.02 on each of August 5, 2026 and August 7, 2026. These events occurred after June 30, 2026 and no adjustment has been made to the accompanying consolidated financial statements. The policy has remained in force continuously since it was bound and has not been cancelled. Installment payments under the finance agreement have been made, on occasion after the scheduled due date. As of the date of this Amendment the account is current and the policy is in good standing. |