Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS.
On June 9, 2023,
the Company entered into a Stock Subscription Agreement with Hossein Haririnia, the Company’s Treasurer and a member of the Board
of Directors, whereby the Company privately sold a total of 8,000,000 shares of its common stock, $0.001 par value per share, (“common
stock”) for a cash purchase price of $8,000. Hossein Haririnia is an “accredited investor” (under Rule 506 (b) of Regulation
D under the Securities Act of 1933, as amended). The $8,000 in proceeds from the sale of common stock will be used for operating capital.
The shares were issued as ‘restricted securities’ under Rule 144 of the Securities Act.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
On December 1, 2021, the Company issued a note payable
in the amount of $500,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2%
per annum and has a maturity date of January 1, 2023. During the quarter ended July 31, 2023, $15,000 of principal was repaid. On July
31, 2023, there was $485,000 of principal and $16,598 of accrued interest due on this note. This note is currently past due.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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