Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds.
Unregistered Sales of Equity Securities
During the six months ended November 30,
2023, the Company sold 272,071,428 shares of Common Stock to 10 unrelated persons for an aggregate purchase price of $70,000,
without registration under the Securities Act. Another sale of 19,000,000 shares of Common Stock for $19,000 was rescinded. On
January 16, 2024, the Company issued 50,000,000 shares of Common Stock to an unrelated party as consideration under a consulting
agreement. All of these issuances were made in reliance upon the exemptions from registration afforded by Section 4(a)(2) thereof
and Rule 506(b) or (c) promulgated thereunder.
Use of Proceeds
On December 5, 2023, the Company’s Registration
Statement on Form S-1 was declared effective. The Company registered 6,250,000,000 shares of Common Stock for sale for its account, in
addition to 3,837,154,885 shares of Common Stock that may be sold by certain selling stockholders. As of the date of the date of this
report, the Company has sold no shares and accordingly has received no proceeds of the offering.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.