−Removed: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
−Removed: On October 11, 2024, we issued an aggregate of
−Removed: 1,095,000 shares of common stock at a price of $1.50 per share to 15 individuals due to the closing of our private placement at $1.50
−Removed: per share for aggregate gross proceeds of $1,642,500.
−Removed: We relied upon the exemption from registration under the United States Securities
−Removed: Act of 1933, as amended (the “U.S.
+Added: ITEM 2 – UNREGISTERED SALES OF EQUITY
+Added: SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUIRY SECURITIES
+Added: On March 3, 2025, the Company issued 27,500 shares
+Added: of its common stock at a deemed price of $1.86 per share to one entity pursuant to consulting agreement.
+Added: We relied upon the exemption
+Added: from registration under the Securities Act provided by Rule 506(b) or Section 4(a)(2) of the United States Securities Act of 1933, as
+Added: amended (the “ U.S.
+Added: Securities Act ”) for the issuance of the shares to the entity that is a U.S.
+Added: On May 28, 2025, the Company issued an aggregate
+Added: of 940,000 shares of its common stock at a price or deemed price of $2.50 per share to 8 individuals due to the closing of a private placement,
+Added: which resulted in the receipt of $950,000 in cash and the settlement of an outstanding liability of $1,400,000.
+Added: We relied upon the exemption
+Added: from registration under the U.S.
Securities Act provided by Rule 903 of Regulation S promulgated under the U.S.
−Removed: Act for the issuance of the shares to the 15 individuals who were non-U.S.
−Removed: persons as the securities were issued to the individuals through
−Removed: offshore transactions where were negotiated and consummated outside the United States.
−Removed: In connection with the closing of the private
−Removed: placement, we paid cash finder’s fees of an aggregate of $158,000 to three individuals.
+Added: Securities Act for the
+Added: issuance of the shares to the 8 individuals who were non-U.S.
+Added: persons as the securities were issued to the individuals through offshore
+Added: transactions which were negotiated and consummated outside the United States.
ITEM 3 – DEFAULTS UPON SENIOR SECURITIES
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.