Subsequent Events

12 Months Ended

Dec. 31, 2024

Subsequent Events [Abstract]

Subsequent Events

12. Subsequent Events

The Company evaluated subsequent events after December 31, 2024, through the date these financial statements are issued. The following material, non-recognized subsequent events occurred:

Termination of Share Exchange Agreement with Singta (June 30, 2025): The transaction was subject to customary closing conditions, which were not satisfied. On June 30, 2025, the Board of Directors determined not to proceed with the transaction and formally terminated the Singta Agreement.

Entry into Share Exchange Agreement (June 30, 2025): Effective June 30, 2025, which will be recognized as the acquisition date for accounting purposes under U.S. GAAP, the Company completed the acquisition of all of the membership interests of Supa Food Services LLC (“Supa”), a Wyoming limited liability company. The Company expects to announce this transaction in a Current Report on Form 8-K on or before September 30, 2025, including the required financial statements of Supa and related pro forma financial information.

Change in independent registered public accounting firm (June 2, 2025). The Board dismissed Olayinka Oyebola & Co. due to its “Prohibited Service Provider” status with OTC Markets Group and engaged Lao Professionals as the Company’s new independent registered public accounting firm. The Company reported no disagreements with the former auditor.

Notification of late filing (March 31, 2025). The Company filed a Form 12b-25 stating it could not timely file the 2024 Form 10-K by March 31, 2025, and anticipated filing within the 15-day extension period.

Change in control and officer/director changes (February 3, 2025). On February 3, 2025, Joseph Grimes sold 20,000,000 shares of the Company’s common stock (approximately 50% of the then outstanding shares) to Spark Capital Investments, LLC, and resigned as Chief Executive Officer. On February 6, 2025, Messrs. Grimes, Prasad, and Ritacco resigned from the Board of Directors; Mr. Ritacco also resigned as Chief Technology Officer.

New appointments (February 6, 2025). In connection with the foregoing, the Board appointed Adam Clode as Chief Executive Officer and named Candice Beaumont and John McMullen to the Board.

Entry into Share Exchange Agreement (February 6, 2025). The Company entered into a Share Exchange Agreement with Singta Industries Inc., under which the Company agreed to acquire 100% of Singta in exchange for issuing 400,000,000 newly issued restricted shares of the Company’s common stock to Singta’s selling stockholders. The agreement stipulates that the acquisition consideration represents the entire purchase price; closing is contingent upon the terms and conditions set forth in the agreement. The Company disclosed that a copy of the agreement will be filed with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The Company has not issued these shares.

Catch-up periodic reports (February 2025). In February 2025, the Company filed its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024, June 30, 2024, and September 30, 2024. (See the cover data for each respective report.)

Board equity awards (January 28, 2025). By unanimous written consent, effective January 28, 2025, the Board approved grants of 100,000 shares of common stock to each of Joseph Grimes (then CEO and director), Sanjay Prasad (then legal counsel and director), and Steven Ritacco (then Chief Technology Officer and director) as additional compensation for service in 2020–2024. Earlier, larger stock grants referenced in prior resolutions were expressly revoked.