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 nine months ended February 29, 2024,
the Company sold 272,071,428 shares of Common Stock to 10 unrelated persons for an aggregate purchase price of $75,000 and issued 100,000,000
shares of common stock having a market value of $75,000, to two unrelated persons pursuant to service agreements without registration
under the Securities Act. 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.
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