Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS.
During the period covered by this report, the
Company has not issued unregistered securities to any person, except as described below. None of these transactions involved any underwriters,
underwriting discounts or commissions, except as specified below, or any public offering, and, unless otherwise indicated below, the
Registrant believes that each transaction was exempt from the registration requirements of the Securities Act by virtue of Section 4(a)(2)
thereof and/or Rule 506 of Regulation D promulgated thereunder, and/or Regulation S promulgated thereunder regarding offshore offers
and sales. All recipients had adequate access, though their relationships with the Registrant, to information about the Registrant.
On January 12,
2026, the Company sold an aggregate amount of $256,000 on the same terms and conditions as the Reg S Offering; Pursuant to the share
subscriptions, the Company has issued an aggregate of 131,280 shares of the Company’s common stock. The price at which the Shares
were sold at $1.95 per share.
On January 9, 2026 and
February 3, 2026, the Company issued 14,863, 16,753, and 28,389 shares, respectively, to settle January, February, and March
2026 rent balances of $34,155, $34,159, and $37,984, respectively.
Between January 13,
2026 and March 5, 2026, the Company issued an aggregate of 26,747 shares of common stock to various consultants for providing business
services and funding opportunities, in the aggregate amount of $52,869.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
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