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SUBSEQUENT EVENTS
12 Months Ended
Jun. 30, 2026
SUBSEQUENT EVENTS  
SUBSEQUENT EVENTS

NOTE 16: SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events through the date of issuance of these consolidated financial statements. On September 11, 2026, the Board of Directors approved a 1-for-1,500 reverse split of the Company's common stock and a reduction of the number of authorized shares of common stock to 2,000,000. The approval remains outstanding. The reverse split has not been effected and has not been executed, and it is pending effectiveness. All share counts, per-share amounts, and conversion disclosures in this Annual Report are presented on a pre-split basis. If and when the reverse split becomes effective, every 1,500 outstanding shares of common stock will be combined into one share, and authorized common stock will be 2,000,000 shares. The reverse split will not change the par value of the common stock or the relative voting rights of the Series AA Convertible Preferred Stock. The conversion ratios of the Series A, Series B and Series D Convertible Preferred Stock will be adjusted proportionately to reflect the reverse split, so that after the reverse split the Series A and Series B Convertible Preferred Stock would be convertible into approximately 13,754 shares of common stock in the aggregate and the Series D Convertible Preferred Stock would be convertible into approximately 19,731 shares of common stock. No fractional shares will be issued in connection with the reverse split; fractional interests of one-half of a share or more will be rounded up to the nearest whole share, and fractional interests of less than one-half of a share will be rounded down. The reverse split will become effective upon FINRA's announcement of the reverse split under FINRA Rule 6490.

 

On September 29, 2026, the Company filed a Notification of Late Filing on Form 12b-25 with respect to this Annual Report. As described in Note 3, because this Annual Report was filed on October 13, 2026, within the Rule 12b-25 extension period, management concluded that the late-filing notification did not constitute an Event of Default under the Company's note payable to 1800 Diagonal Lending LLC.

 

 

Sale of Common Stock to Related Party

 

In August 2026, the Company sold 120,000,000 shares of its common stock to PT Smart Green Technologies, an affiliate of the Company by virtue of its ownership interest (see Note 7 — Stockholders’ Deficit), at a purchase price of $0.0009 per share, for net proceeds of $108,000. As a result of this transaction, the Company’s shares of common stock issued and outstanding increased from 1,149,509,667 at June 30, 2026 to 1,269,509,667 as of October 13, 2026, the date of the most recent share count reported in this Annual Report. Following this purchase, PT Smart Green Technologies holds 620,000,000 shares of common stock (approximately 48.8% of the common stock outstanding) and three of the four outstanding shares of Series AA Convertible Preferred Stock (see Note 7).

 

Withdrawal of Series G Governing Preferred Stock Designation

 

On September 11, 2026, the Company filed a Current Report on Form 8-K/A correcting its Current Report on Form 8-K filed April 16, 2026, which had incorrectly stated that shares of Series G Governing Preferred Stock had been issued, and filed Articles of Amendment with the Florida Department of State deleting the Series G Governing Preferred Stock designation in its entirety. No shares of Series G Governing Preferred Stock were ever issued, and the withdrawal had no effect on the consolidated financial statements. See Note 7.

 

Series D Convertible Preferred Stock Issued in Exchange for Convertible Notes

 

On September 21, 2026, the Company entered into a Series D Convertible Preferred Stock Subscription and Debt Conversion Agreement (the “Exchange Agreement”) with two noteholders (together, the “Holders”), effective September 21, 2026. Pursuant to the Exchange Agreement, the Holders exchanged four convertible notes payable with an aggregate outstanding principal balance of $35,000 for 35,000 shares of Series D Convertible Preferred Stock, $0.001 par value per share, at the $1.00 per share stated value. The shares were issued in uncertificated, book-entry form. Separately from, and not as consideration for, the shares issued, the Holders forgave $57,211 of accrued interest on the notes, the notes were cancelled, and the Holders released the Company from all claims relating to the notes and accrued interest of $57,211. The four notes and the related accrued interest were outstanding at June 30, 2026 (see Note 4).

 

The Series D shares issued under the Exchange Agreement have the same terms as the Series D Convertible Preferred Stock described in Note 7, including a 3% cumulative dividend on stated value, payable quarterly in arrears in cash or, at the Company’s election, in additional shares of Series D Convertible Preferred Stock; conversion at the holder’s election into Common Stock at a fixed conversion price of $0.05 per share, subject to anti-dilution adjustment; and redemption by the Company at 103% of stated value plus accrued and unpaid dividends upon the closing of a Qualifying Transaction. The 35,000 shares are convertible into 700,000 shares of Common Stock before any anti-dilution adjustment. Following the exchange, 1,479,859 shares of Series D Convertible Preferred Stock are outstanding, compared with 1,444,859 shares outstanding at June 30, 2026.

 

Because the notes and related accrued interest remained outstanding at June 30, 2026, the exchange is a nonrecognized subsequent event, and the consolidated financial statements as of and for the year ended June 30, 2026 have not been adjusted for it. Consistent with the conversion-parity methodology described in Note 7, management estimated the fair value of the Series D shares issued at $0.016424 per share, or approximately $575 in the aggregate, based on the 20 shares of common stock into which each Series D share is convertible ($1.00 stated value divided by the $0.05 conversion price) multiplied by the volume-weighted average price of the Company’s common stock of $0.0008212 per share. Based on that estimate, the Company expects to recognize a gain on extinguishment of debt of approximately $91,636 in the quarter ending September 30, 2026, consisting of $57,211 from the forgiveness of accrued interest and $34,425 from the excess of the $35,000 of principal extinguished over the estimated fair value of the Series D shares issued. Consistent with the classification described in Note 7, the Series D shares issued will be presented as temporary (mezzanine) equity. The actual gain will be determined as of the settlement date and may differ from this estimate, including as a result of interest accrued on the notes after June 30, 2026. Other than as described above, there have been no other subsequent events that require recognition or disclosure in the accompanying consolidated financial statements.