Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds
On January 8, 2024, we issued 52,162,997
shares of Common Stock to GHS under the 2022 EFA for gross proceeds of $44,736.
On February 28, 2024, we entered into a Stock
Purchase Agreement with an investor for the purchase of 178,571,428 shares of Common Stock for a total consideration of $100,000.
On March 28, 2024, we issued 27,777,777 shares
of Common Stock to Paul Ellefson pursuant to Paul Ellefson for gross proceeds of $25,000.
The shares above were issued in reliance upon
the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D under the
Securities Act, based in part on the representations of the investor. There were $3,131 in sales commissions paid to J.H. Darbie &
Co., Inc. pursuant to the 2022 EFA.
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