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 three months that ended November 30,
2024, the Company issued (i) 125,000,000 shares of Common Stock to an officer of the Company as compensation for his services in such
capacity during the year ended May 31, 2024, and (ii) 1,000 shares of Series B Preferred Stock to an officer and director of the Company
in consideration of services to be rendered in raising capital. These issuances were made in reliance upon the exemptions from registration
afforded by Sections 4(a)(2) and/or 4(d) of the Securities Act of 1933 and/or 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.