Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
The
following information represents securities sold by our company during the period covered by this Quarterly Report and the subsequent
period, which were not registered under the Securities Act. Included are sales of reacquired securities, as well as new issues, securities
issued in exchange for property, services, or other securities, and new securities resulting from the modification of outstanding securities.
All issuances were exempt under Section 4(a)(2) of the Securities Act unless otherwise noted.
●
Issuance
of Common Stock for Services: On April 15, 2025, the Company issued 60,000 shares of common stock to three (3) parties in exchange
for services provided. The issuance was exempt under Section 4(a)(2) of the Securities Act as it was a private transaction not involving
a public offering.
●
Issuance
of Common Stock in Connection with Note Extensions: During the period, the Company issued an aggregate of 90,480 shares of common
stock to certain noteholders of its promissory and convertible notes as part of extension agreements and a Most Favored Nation adjustment.
These shares were issued in consideration for the extension of the maturity dates of certain notes to July 31, 2025, and the application
of similar terms to one note pursuant to a Most Favored Nation clause. The issuances were exempt under Section 4(a)(2) of the Securities
Act as they were private transactions not involving a public offering.
●
Use
of Proceeds: The Company did not receive any cash proceeds from the above issuances, as the shares were issued in exchange for services
or as consideration for the modification of outstanding securities.
Item
3. Defaults Upon Senior Securities
None.
Item
4. Mine Safety Disclosures
None.
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