RELATED PARTY TRANSACTIONS | NOTE 9. – RELATED PARTY TRANSACTIONS Office space The Company leases office space from its President at a cost of $250 per month. The term of the lease is for 365 days and ends on June 30, 2025. On December 31, 2024, $1,500 of rent expense was accrued and is included in accounts payable and accrued expenses. Due to Related Parties Substantially all assets of the Company are pledged as collateral for the following notes payable. As of December 31, 2024, and June 30, 2024, the Company owed $505,000 and $480,000, respectively, to related parties for management advisory fees. As of December 31, 2024, and June 30, 2024, the Company owed compensation payable of $158,954 and $88,430, respectively. As of December 31, 2024, and June 30, 2024, the Company owed board of director fees of $132,000 and $96,000, respectively. On January 30, 2023, entities affiliated with Timothy B. Ruggiero and Peter Chung each cancelled 900,000 and 1,000,000 shares, respectively, for return to the Company’s treasury. On July 1, 2023, the Company issued Frank Horkey (“Horkey”) a $75,000 Senior Secured Convertible Promissory Note as partial settlement for management compensation owed. The note bears interest at a rate of 10% per annum and is convertible to the Company’s common stock at a rate of $0.50 per share. As a further inducement, the Company agreed to issue Horkey 75,000 restricted common stock shares and issued a warrant to purchase 150,000 restricted common stock shares at a price of $0.75 per share, any time prior to July 1, 2026, the warrant expiration date. On January 1, 2024, the note principal owed was $75,000 and accrued interest owed was $3,750, at which time the note was cancelled and replaced with a new Senior Secured Convertible Promissory Note, which was issued with a principal balance of $78,750, an interest rate of 10% per annum, a conversion rate of $0.50 per share and a maturity date of June 30, 2024. Under the new note, the Company agreed to issue 78,750 common stock shares and issued a warrant to purchase 157,500 common stock shares at $0.75 per share, any time prior to January 1, 2027, the warrant expiration date. No shares were issued or warrants exercised as of December 31, 2024, The principal balance on June 30, 2024 and December 31, 2024 is $78,750 and the accrued interest on June 30, 2024 and December 31, 2024 is $3,931 and $8,044 respectively. On July 1, 2023, the Company issued Lazarus Asset Management LLC (“Lazarus”) a $75,000 Senior Secured Convertible Promissory Note as partial settlement for management compensation owed. The note bears interest at a rate of 10% per annum and is convertible to the Company’s common stock at a rate of $0.50 per share. As a further inducement, the Company agreed to issue Lazarus 75,000 restricted common stock shares and issued a warrant to purchase 150,000 restricted common stock shares at a price of $0.75 per share, any time prior to July 1, 2026, the warrant expiration date. On January 1, 2024, the note principal owed was $75,000 and accrued interest owed was $3,750, at which time the note was cancelled and a new Senior Secured Convertible Promissory Note was issued in its place, with a principal balance of $78,750, an interest rate of 10% per annum and a conversion rate of $0.50 per share. Under the new note the Company agreed to issue 78,750 common stock shares and issued a warrant to purchase 157,500 shares of the Company’s common stock at $0.75 per share, any time prior to January 1, 2027, the warrant expiration date. As of June 30, 2024, the principal balance was $78,750 and the accrued interest was $3,938. The principal and interest owed on June 30, 2024, was $82,688. Lazarus assigned $36,624 and $5,000 of the principal to two other stockholders. The note payable balance was canceled on July 1, 2024, and a new Senior Secured Convertible Promissory Note was issued with a principal of $41,064, interest rate of 10% per annum, conversion rate of $0.50 per share and maturity date of June 30, 2024. As further inducement to settle amounts owed as compensation, the Company agreed to issue 41,064 restricted common stock shares and a warrant to purchase 82,128 restricted common stock shares at $0.75 per share at any time prior to July 1, 2027, the warrant expiration date. No shares were issued or warrants exercised under this agreement. As of December 31, 2024, the principal balance is $41,064 and accrued interest is $2,053. On February 9, 2024, the Company issued Sparta Road Ltd (“Sparta Road”) a $50,000 Senior Secured Convertible Promissory Note, with an interest rate of 5% per annum, convertible at $0.25 per share and a maturity date of March 31, 2024. As an incentive, the Company agreed to issue Sparta Road 100,000 restricted common stock shares. The Note was issued as a repayment of advances made by Sparta Road to cover certain Company expenses. No shares were issued or warrants exercised under this agreement. As of December 31, 2024, and June 30,2024, the principal balance is $50,000 and accrued interest is $417. On April 1, 2024, the Company issued Frank Horkey a $75,000 Senior Secured Convertible Promissory Note with an interest rate of 10% per annum, convertible at $0.50 per share as compensation for management services. As a further inducement, the Company agreed to issue 75,000 restricted common stock shares and issued a warrant to purchase 150,000 restricted common stock shares at $0.75 per share any time prior to April 1, 2027, the warrant expiration date. On June 30, 2024, the principal and interest balance were $75,000 and $1,875, respectively. On October 1, 2024, the note principal owed was $75,000 and accrued interest owed was $3,750, at which time the Note was cancelled and replaced with a new Senior Secured Convertible Promissory Note, which was issued with a principal balance of $78,750, an interest rate of 10% per annum, a conversion rate of $0.50 per share and a maturity date of April 1, 2025. Under the new note, the Company agreed to issue 78,750 common stock shares and issued a warrant to purchase 157,500 common stock shares at $0.75 per share, any time prior to October 1, 2027, the warrant’s expiration date. No shares were issued or warrants exercised as of December 31, 2024, and the principal is $78,750 and accrued interest is $1,969 at December 31, 2024. On April 1, 2024, the Company issued Lazarus a $75,000 Senior Secured Convertible Promissory Note, with an interest rate of 10% per annum, convertible at $0.50 per share, as compensation for management services. As further inducement, the Company agreed to issue 75,000 restricted common stock shares and issued a warrant to purchase 150,000 restricted common stock shares at $0.75 per share any time prior to April 1, 2027, the warrant expiration date. On June 30, 2024, the principal and interest balance were $75,000 and $1,875, respectively. On October 1, 2024, the note principal owed was $75,000 and accrued interest owed was $3,750, at which time the note was cancelled and replaced with a new Senior Secured Convertible Promissory Note, which was issued with a principal balance of $78,750, an interest rate of 10% per annum, a conversion rate of $0.50 per share and a maturity date of April 1, 2025. Under the new note, the Company agreed to issue 78,750 shares of the Company’s common stock and issued a warrant to purchase 157,500 shares of the Company’s common stock at $0.75 per share, any time prior to October 1, 2027, the warrant’s expiration date. No shares were issued or warrants exercised as of December 31, 2024, and the principal is $78,750 and accrued interest is $1,969 at December 31, 2024. On July 1, 2024, the Company issued Frank Horkey a $15,000 Senior Secured Convertible Promissory Note, with an interest rate of 10% per annum, convertible at $0.50 per share as compensation for management services. As a further inducement, the Company agreed to issue 15,000 restricted common stock shares and issued a warrant to purchase 30,000 shares of restricted common stock at $0.75 per share any time prior to July 1, 2027, the warrant expiration date. No shares were issued or warrants exercised under this agreement. As of December 31, 2024, the principal balance is $15,000 and accrued interest is $750. On October 1, 2024, the Company issued Frank Horkey a $15,000 Senior Secured Convertible Promissory Note, with an interest rate of 10% per annum, convertible at $0.50 per share as compensation for management services. As a further inducement, the Company agreed to issue 15,000 restricted common stock shares and issued a warrant to purchase 30,000 restricted common stock shares at $0.75 per share any time prior to October 1, 2027, the warrant expiration date. No shares were issued or warrants exercised under this agreement. As of December 31, 2024, the principal balance is $15,000 and accrued interest is $375. On July 1, 2024, the Company issued Lazarus as compensation for management services a $15,000 Senior Secured Convertible Promissory Note, with an interest rate of 10% per annum, convertible at $0.50 per share. As a further inducement, the Company agreed to issue 15,000 restricted common stock shares and issued a warrant to purchase 30,000 restricted common stock shares at $0.75 per share, any time prior to July 1, 2027, the warrant expiration date. No shares were issued or warrants exercised under this agreement. As of December 31, 2024, the principal balance is $15,000 and accrued interest is $750. On October 1, 2024, the Company issued Lazarus as compensation for management services a $15,000 Senior Secured Convertible Promissory Note, with an interest rate of 10% per annum, convertible at $0.50 per share. As a further inducement the Company agreed to issue 15,000 restricted common stock shares and issued a warrant to purchase 30,000 restricted common stock shares at $0.75 per share, any time prior to October 1, 2027, the warrant expiration date. No shares were issued or warrants exercised under this agreement. As of December 31, 2024, the principal balance is $15,000 and accrued interest is $375. During the month of November 2024, the Company agreed with related party debt holders, Frank Horkey and Lazarus Asset Management, LLC to waive its obligations to issue its restricted common stock incentives to enter into their respective related party debt agreements. It was further agreed that the Company would instead issue prepaid warrants to Horkey and Lazarus at $0.01 with no termination date. The right to receive restricted stock as an incentive for executing various note payables was waived on the note payable issuance date by Frank Horkey and Lazarus Asset Management, LLC. In October, 2024 the Company agreed to replace those rights with prepaid warrants exercisable at $0.01 per share with no expiration date. Additionally, various shareholders advanced funds for operating expenses. These amounts are reported on the balance sheet as “Due to related party -advances” on December 31, 2024, and June 30, 2024, in amount of $0 and $13,602, respectively. The amounts owed are non-interest bearing, unsecured, and are due on demand. |