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SUBSEQUENT EVENTS
3 Months Ended
Mar. 31, 2026
SUBSEQUENT EVENTS  
SUBSEQUENT EVENTS

NOTE 11 – SUBSEQUENT EVENTS

 

In accordance with ASC 855, “Subsequent Events,” the Company has analyzed its operations subsequent to March 31, 2026 to the date these financial statements were issued and has determined that it has the below material subsequent event to disclose in these financial statements.

 

Authorized Share Increase

 

On March 10, 2026, the Company filed a Definitive Information Statement on Schedule 14C with the Securities and Exchange Commission relating to the approval of an Amended and Restated Articles of Incorporation to increase the number of authorized shares of common stock.

 

The amendment is expected to become effective upon filing with the Nevada Secretary of State following expiration of the applicable notice period. The Company is currently completing the related corporate filings.

 

On April 14, 2026, the Company filed Amended and Restated Articles of Incorporation with the Nevada Secretary of State, and the Amended and Restated Articles became effective upon filing.

 

Among other things, the Amended and Restated Articles amended and restated the Company’s articles of incorporation to provide that the total number of shares of capital stock that the Company is authorized to issue is 1,100,000,000 shares, consisting of (i) 1,000,000,000 shares of common stock, par value $0.001 per share, and (ii) 100,000,000 shares of preferred stock, par value $0.001 per share. The Amended and Restated Articles also include provisions relating to the authorization of preferred stock in one or more series, director and officer liability limitations, indemnification, certain opt-out elections under the Nevada Revised Statutes, bylaw authority, and forum selection for internal corporate actions.

 

Agreement with Williamsburg Venture Holdings, LLC

 

On May 21, 2026, the Company entered into a Prepayment Reimbursement and Stock Issuance Agreement with Williamsburg Venture Holdings, LLC and issued 66,667 restricted shares of common stock to Williamsburg. The shares were issued in full settlement of a $10,000 legal fee prepayment made on behalf of the Company.

 

Cooperation Agreement with AEEC

 

On March 10, 2026, the Company entered into a Cooperation Agreement with AEEC International Pty Ltd. (“AEEC”).Under the Agreement, TRSO, through Crestar Holdings Limited, intends to acquire 51% of AEEC, subject to the satisfaction of the conditions precedent. The conditions precedent mainly include completion of due diligence, receipt of AEEC’s required financial information, board approvals, and compliance with applicable regulatory and disclosure requirements. Management expects these conditions to be fulfilled during Q2 2026, subject to the progress of the required documents and procedures. As of March 31, 2026, the acquisition had not yet been completed. The 8,000,000 restricted shares will be issued only after the applicable closing conditions are satisfied. Under the Agreement, 4,000,000 shares will be issued to AEEC or its designated entities upon completion of closing, and the remaining 4,000,000 shares are management incentive shares, to be released in installments: 2,000,000 shares upon closing, 1,000,000 shares six months after closing, and 1,000,000 shares twelve months after closing. On May 28, 2026, 1,000,000 common shares were issued as management incentive shares.

 

Other Share Issuances

 

On June 1, 2026, the Company entered into a consulting agreement with Everpolar Int’l HK Holding Ltd. for non-exclusive corporate management and marketing service with a one year service term for consideration of 2,000,000 common shares issued on the execution date of the agreement.

 

From June 1 to June 3, 2026, the Company issued an aggregate of 6,500,000 common shares to non-affiliated consultants for services rendered.

 

Except as described above, the Company did not identify any additional material subsequent events requiring disclosure.