v3.26.3
Stockholders’ Deficit
 12 Months Ended
Jun. 30, 2026
Equity [Abstract]  
Stockholders’ Deficit

Note 9 - Stockholders’ Deficit

 

Preferred Stock

 

On March 17, 2009, the Company filed an Amended and Restated Articles of Incorporation and created two new series of preferred stock, the first of which is designated Series A Preferred Stock and the second of which is designated as Series B Preferred Stock. The total number of shares of Common Stock which this corporation has authority to issue is 1,000,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock of which 5,000,000 shares are designated as Series A Preferred Stock, and 5,000,000 shares are designated as Series B Preferred Stock, with the rights, preferences and privileges of the Series B Preferred Stock to be designated by the Board of Directors. Each share of Common Stock and Preferred Stock has a par value of $0.001. As of June 30, 2026, and 2025, there are no shares of Series A or Series B Preferred Stock issued and outstanding.

 

Common Stock

 

Year Ending June 30, 2026

 

During the year ended June 30, 2026, the Company conducted an offering and issued 8,269,399 shares of its common stock to accredited investors in exchange for cash of $248,000. As part of the offering, the Company also granted warrants to these investors to purchase 8,269,399 shares of common stock. The warrants are fully vested, exercisable at $0.05 and $0.06 per share and will expire in five years. In addition, certain investors also agreed to forfeit or retire an aggregate of 5,769,400 warrants granted to them in the prior year, which had an exercise price of $0.09 per share.

 

During the year ended June 30, 2026, the Company issued an aggregate of 8,300,000 shares of common stock to various consultants for services rendered. The common stock issued was valued at fair market value on the grant date at $394,000.

 

Year Ending June 30, 2025

 

In February 2025, the Company issued 4,666,600 shares of common stock with a fair value of $90,000 to settle accrued payroll and payroll taxes – related party (see Note 11).

 

On June 10, 2025, the Company issued 200,000 shares of common stock with a fair value of $6,000 for consulting services.

 

Stock Options

 

The Company has not adopted a formal stock option plan and does not have any stock options issued and outstanding as of and during the years ended June 30, 2026 and 2025.

 

Warrants

 

Year ended June 30, 2026

 

On November 25, 2025, certain warrant holders, including the Company’s CEO exercised warrants for an aggregate of 13,700,000 shares of common stock on a cashless basis in accordance with terms of the warrant agreements. As a result, the Company issued 11,495,000 shares of common stock.

 

Year ended June 30, 2025

 

In November 2024 and February 2025, the Company granted 5 year warrants exercisable for 15,200,000 shares of common stock at exercise prices ranging from $0.013 to $0.017 per share to employees and certain consultants for services rendered. The estimated fair value amounted to $195,000 and was derived using the Black Scholes Option Pricing Model using the following inputs (i) stock price at the date of grant ranging from $0.010 to $0.020; (ii) risk free interest rate of 4.24% to 4.37% based on rates established by the Federal Reserve Bank; (iii) expected volatility 283% to 290% based on historical volatility of the Company’s common stock commensurate with the expected life of the warrants; (iv) expected life of 5 years based on the contractual life; and (v) dividend yield of 0% based on no dividends paid or expected to be paid.

 

In February 2025, the Company issued warrants to purchase 5,000,000 shares of common stock with an estimated fair value of $100,000 to settle accrued payroll – related party (see Note 11).

 

A summary of the Company’s warrant activity and related information from as of June 30, 2026 and 2025 is as follows.

               
   Warrants   Weighted-Average Exercise Price   Weighted-Average Remaining Contractual Life
(Years)		 
             
Outstanding at June 30, 2024   28,841,323   $0.080    2.61 
- Granted   20,200,000    0.015    4.76 
- Exercised   –    –    – 
- Expired   –    –    – 
Outstanding at June 30, 2025   49,041,323   $0.053    2.81 
- Granted   8,269,399    0.055    4.45 
- Exercised   (13,700,000)   –    – 
- Forfeited   (5,769,400)   –    – 
- Expired   (6,269,538)   –    – 
Outstanding at June 30, 2026   31,571,784   $0.056    2.47 

 

As of June 30, 2026, the intrinsic value of these stock purchase warrants amounted to $61,000.

 

The following table summarizes additional information concerning warrants outstanding and exercisable at June 30, 2026.

                               
      Warrants Outstanding     Warrants Exercisable  
            Weighted     Weighted           Weighted  
            Average     Average           Average  
Exercise     Number     Remaining     Exercise     Number     Remaining  
Price     of Shares     Life (Years)     Price     of Shares     Life (Years)  
                                 
$ 0.013       2,000,000       3.39     $ 0.013       2,000,000       3.39  
$ 0.017       4,500,000       3.67     $ 0.017       4,500,000       3.67  
$ 0.030       5,000,000       3.51     $ 0.030       5,000,000       3.51  
$ 0.045       2,499,999       4.85     $ 0.045       2,499,999       4.85  
$ 0.060       5,769,400       4.28     $ 0.060       5,769,400       4.28  
$ 0.090       11,802,385       0.03     $ 0.090       11,802,385       0.03  
          31,571,784       2.47     $ 0.056       31,571,784       2.47