Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS
On November 20, 2024, the Company sold 250,000 shares
of its common stock to an accredited investor for gross proceeds of $5,000. The issuance to the investor relied on the exemption from registration provided
by Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated thereunder concerning the issuance of restricted
stock.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
During June 2022, the Company sold a total
of $250,000 worth of Units to U.S. Escrow Services Corporation and Kevin Leach, two accredited investors, which resulted in the issuance
of two secured promissory notes with an aggregate principal amount of $250,000 for cash proceeds of $230,000 (net of an original issuance
discount of $20,000), and the issuance of 125,000 warrants. These two convertible notes payable matured on June 30, 2024 and have not
been repaid .
During November
2022, the Company sold a total of $200,000 worth of Units to Cestone Family Foundation and Michele and Agnese Cestone Foundation, two
accredited investors, which resulted in the issuance of two secured promissory notes with an aggregate principal amount of $200,000 for
cash proceeds of $180,000 (net of an original issuance discount of $20,000), and the issuance of 100,000 warrants. These convertible notes
payable matured on November 15, 2024 and have not been repaid.
On
March 1, 2023, the Company entered into a promissory note agreement with an investor for the amount of $12,500 with interest bearing at
15% per annum, maturity date of 120 days from issuance and issuance of 25,000 warrants with exercise price of $0.05 that expire on March
1, 2028 (5 year). The promissory note matured on June 30, 2023 and has not been repaid.
On
March 1, 2023, the Company entered into a promissory note agreement with an investor for the amount of $7,500 with interest bearing at
15% per annum, maturity date of 120 days from issuance and issuance of 15,000 warrants with exercise price of $0.05 that expire on March
1, 2028 (5 year). The promissory note matured on June 30, 2023 and has not been repaid.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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