Item 2. Unregistered Sales of Equity Securities
ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds
On March 18, 2021, we entered
into a Securities Purchase Agreement whereby we issued a Promissory Note in the principal amount of $340,000. The Note has an original
issue discount of $20,000, a maturity date of one year, and bears interest at the rate of ten percent (10%) per annum. We received
a net amount of $320,000, minus expenses, upon issuance of the Note. We can prepay the Note at any time without penalty. If we
have not previously prepaid the Note, after 180 days the holder may convert the Note, in whole or in part, into our common stock
at a conversion price of $0.05 per share. As additional consideration, we issued an aggregate of 1,200,000 shares of our common
stock to the note holder. If we prepay the Note in 180 days or less, 600,000 of the shares will be returned to us without additional
consideration.
On March 18, 2021, we issued
2,715,000 shares of common stock, restricted in accordance with Rule 144, to two (2) shareholders for services rendered.
The note, warrants, and
common stock were offered and sold in reliance on an exemption from registration pursuant to Section 4(a)(2) of the Securities
Act of 1933, as amended. The investors have acquired the securities for investment purposes only and not with a view to, or for
sale in connection with, any distribution thereof. The securities were not issued through any general solicitation or advertisement.
ITEM 3 Defaults Upon Senior Securities
There have been no events
which are required to be reported under this Item.
ITEM 4 Mine Safety Disclosures
Not applicable.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.