Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds.
During the three months ended March 31, 2023,
we issued securities that were not registered under the Securities Act and were not previously disclosed in a Current Report on Form 8-K
or Quarterly Report on Form 10-Q as listed below. All of the securities discussed in this Item 2 were issued in reliance on the exemption
under Section 4(a)(2) of the Securities Act.
Consultant Shares
During the three months ended March 31, 2023,
the Company issued 347,435 shares of Common Stock to consultants and employees.
Debt Conversion
During the three months ended March 31, 2023,
a lender converted $51,132 in convertible notes into 113,601 shares of Common Stock.
Securities Purchase Agreement
During the three months ended March 31, 2023,
the Company entered into a Securities Purchase Agreement with an investor to purchase 1,562,500 shares of common stock for gross
proceeds of $750,000.
Additional Purchase of Orbit Media, LLC
During the three months ended March 31, 2023 ,
the Company issued 125,000 shares to purchase an additional 5% of the membership interests of Orbit Media, LLC., bringing our total
membership interests to 56%.
Additional Purchase of Dune, Inc.
During the three months ended March 31, 2023 ,
the Company issued 100,000 shares to purchase an additional 23% equity interest in Dune, Inc. bringing our total ownership to 85%.
Additional Purchase of WHE
Agency, Inc.
During the three months ended March 31, 2023 ,
the Company issued 100,000 shares to purchase an additional 51% of the equity interest in WHE Agency, Inc. bringing our total ownership
to 95%.
Item 3. Defaults Upon Senior Securities.
There has been no default in the payment of principal,
interest, sinking or purchase fund installment, or any other material default, with respect to any indebtedness of the Company.
Item 4. Mine Safety Disclosures.
Not applicable.
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