v3.26.3
Note 11 - Related Party Transactions
12 Months Ended
Jun. 30, 2026
Notes  
Note 11 - Related Party Transactions

Note 11 – Related Party Transactions

 

Promissory Note Payable

 

See note 6 for the promissory notes entered into with related parties.

 

Credit Card Facility Provided by the CEO

 

On April 15, 2026, the Company’s CEO agreed to provide a Credit Card for the Company to pay certain expenses needed for the business. The Company can charge up to $15,000 for up to six months. The balance must never exceed $15,000 at any time. The Company is required to make the minimum monthly payments during the six-month period on any outstanding balance. At the end of the six-month period, the Company is required to pay any outstanding balance in full.

 

In the event the Company fails to make the minimum monthly payment, exceeds the $15,000 limit, or fails to pay the balance in full at the end of the six-month term, the Company shall be in default. If in default, the Company is still obligated to pay the minimum monthly payment of any outstanding amounts due. If the Company defaults on payment, the Company shall be responsible for paying the CEO the costs of collection, including reasonable attorneys’ fees.

 

The balance on the card first exceeded the $15,000 limit on April 22, 2026, which is an event of default under the agreement, and the balance as of June 30, 2026 is $19,936. The Company has therefore been in default since April 22, 2026. The card carried no balance at the inception of the facility and all charges during the period were business expenses of the Company; the CEO made no personal charges on the card. The minimum monthly payments required by the card issuer have been made when due. The balance is included in accounts payable and accrued expenses – related parties at June 30, 2026. The Company’s CEO and the Company are currently negotiating a resolution of the balance in excess of the limit. The Company’s CEO has not initiated collection or other default proceedings as of the date of this report.

 

The Company issued 6,000 shares of common stock to the CEO for providing this Credit Card, and, as a result of the default, issued the additional 6,000 shares of common stock provided for under the agreement. All 12,000 shares were issued on May 27, 2026. The Company recorded $9,600 for these shares, based on 12,000 shares at $0.80 per share, in interest expense for the year ended June 30, 2026. Because the default occurred on April 22, 2026, one week after the effective date of the facility, and the shares are not subject to forfeiture or return, both tranches were recognized in the current period.

 

In lieu of interest, the Company pays the CEO 10% of the monthly closing balance, increasing to 15% during any period of default. Because the Company has been in default since April 22, 2026, which preceded the first monthly closing statement under the facility, the fee has been 15% of the monthly closing balance throughout. This monthly fee is separate from, and in addition to, the shares of common stock issued as consideration for the facility. Fees of $8,701 were charged for the year ended June 30, 2026, based on monthly closing balances of $19,013, $19,060 and $19,936. No portion of these fees has been paid, the entire amount is accrued and unpaid at June 30, 2026, and failure to pay the monthly fee when due is also an event of default under the agreement.