Item 2. Unregistered Sales of Equity Securities
Item
2.
Unregistered
Sales of Equity Securities and Use of Proceeds
During
the nine months ended September 30, 2022, the Company sold 17,558 shares of Series A Preferred stock to accredited investors at a purchase
price of $45.00 per share and issued 95,596 shares of Series A Preferred stock for conversion of notes payable. The Company sold 290,152
shares of common stock to accredited investors at purchase prices of $1.00 to $3.00 per share. The Company issued 777,663 shares of common
stock for conversion of notes payable and issued 4,000 shares of common stock for services.
In
connection with the foregoing, the Company relied upon the exemption from registration provided under Section 4(a)(2) under the Securities
Act of 1933, as amended, for transactions not involving a public offering.
Item
3.
Defaults
upon Senior Securities
None.
Item
4.
Mine
Safety Disclosures
Not
applicable.
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