Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
During
the quarter ended March 31, 2024, the Company issued 51,723 shares of common stock for services valued at $75,000. On March 27 and 29,
2024, the Company drew down $71,000 and $65,000, respectively, in convertible debt and immediately converted a total of $136,000 of principal
into 124,208 shares of common stock.
The
Company relied upon the exemption from registration contained in Rule 506(b) and Section 4(a)(2) of the Securities Act, and corresponding
provisions of state securities laws, on the basis that (i) offers were made to a limited number of persons, including prospective investors
and existing debt holders, (ii) each offer was made through direct communication with the offerees by the Company, (iii) each of the
offerees, which included three directors of the Company, had the requisite sophistication and financial ability to bear risks of investing
in the Company’s common stock, (iv) the Company provided disclosure to the offerees, and (v) there was no general solicitation
and no commission or remuneration was paid in connection with the offers.
Item
3. Defaults Upon Senior Securities.
None.
Item
4. Mine Safety Disclosures.
Not
applicable.
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