Item 2. Unregistered Sales of Equity Securities
Item
2.
Unregistered
Sales of Equity Securities and Use of Proceeds.
On
January 25, 2023, the Company issued 5,309,179 restricted common shares to AJB to compensate for consideration shares related to the
AJB Note valued at $60,525.
On
January 25, 2023, the Company issued 115,000,000 restricted common shares for cash valued at $550,000.
On
March 28, 2023, the Company issued 2,000,000 restricted common shares for cash valued at $20,000.
The
issuance of the aforementioned securities was made in reliance on the exemption from registration afforded under Section 4(2), of the
Securities Act of 1933, as amended, and/or Rule 506 of Regulation D and/or Regulation S promulgated thereunder. Such offer and sale were
not conducted in connection with a public offering, and no public solicitation or advertisement was made or relied upon by the Purchaser
in connection with the issuance by the Company of the securities.
Item
3.
Defaults
Upon Senior Securities.
None
Item
4.
Mine
Safety Disclosures.
None
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