v3.26.3
Note 5 - Series B Preferred stock
12 Months Ended
Jun. 30, 2026
Notes  
Note 5 - Series B Preferred stock

Note 5 – Series B Preferred Stock

 

On June 13, 2025, the Company issued Series B preferred stock to certain vendors of the Company prior to the Reverse Acquisition and for the Conversion of Convertible notes payable. Under the terms of the Series B Preferred stock, the Company issued 4,400 shares to former vendors and creditors of ALDS and 8,455 shares of Series B preferred stock upon the conversion of $845,500 of assumed liabilities from the acquisition of AP4L. Each share of the Series B Preferred Stock has a stated value of $100 per share and is convertible into shares of Common Stock at a conversion price equal to the market price of the common stock on the date of conversion based upon the previous day’s closing price of the common stock of the Company. The Series B Preferred Stock is not subject to any mandatory redemption or other similar provisions. Convertible preferred stock that is settled with a variable number of shares that have a value solely or predominantly based (at inception) on a fixed monetary amount are considered share settled debt and are accounted for as liabilities pursuant to ASC 480. The Series B preferred stock was recorded at its fair value which was based on a third-party valuation. For the year ended June 30, 2026, the total amortized amount related to the debt discount was $153,320. As of June 30, 2026, the remaining unamortized debt discount reducing the principal balance was $178,468. The discount will be recognized as interest expense in the future. The following is a summary of the Series B preferred stock as of June 30, 2026.

 

June 30, 2026

Series B Preferred stock - 12,855 shares

$1,285,500  

Discount

(178,468) 

Total

$1,107,032  

 

On December 8, 2025, the Company issued an additional 1,300 shares of Series B Preferred Stock under the same terms as the June 13, 2025 issuance to their directors as a bonus for filing the Form S-1. Amortization of the discount commenced January 1, 2026. For the period ended June 30, 2026, the total amortized amount related to the debt discount was $7,404. As of June 30, 2026, the remaining unamortized debt discount reducing the principal balance was $26,111. The discount will be recognized as interest expense in the future. The following is a summary of the Series B preferred stock as of June 30, 2026.

 

June 30, 2026

Series B Preferred stock – 1,300 shares

$130,000  

Discount

(26,111) 

Total

$103,889  

 

On May 27, 2026, the Company issued 360 shares of Series B Preferred Stock for consulting services valued at $36,000. This amount was fully recorded at issuance and there is no discount associated with this.

 

The carrying amount of the Series B preferred stock as of June 30, 2026 and 2025 was as follows:

 

June 30, 2026

 

June 30, 2025

Series B Preferred stock - 14,515 and 12,855, respectively

$1,451,500  

 

$1,285,500  

Discount

(204,579) 

 

(331,788) 

Total

$1,246,921  

 

$953,712  

 

The Company amortized $160,724 in discount related to the Series B preferred stock for the year ended June 30, 2026.