Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The information set forth below relates to our issuances
of securities without registration under the Securities Act of 1933.
During
the three months ended March 31, 2024, the Company issued 5,455,354 shares of common stock, valued at fair market value on issuance
as follows:
• 150,000 shares for compensation
to our directors valued at 31,065
• 3,535,354
shares in connection with convertible notes valued at $597,777; and
• 1,770,000
shares for settlement of debt valued at $279,660
These securities were issued pursuant to Section 4(2)
of the Securities Act and/or Rule 506 promulgated thereunder. The holders represented their intention to acquire the securities for investment
only and not with a view towards distribution. The investors were given adequate information about us to make an informed investment decision.
We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the
appropriate restrictive legend affixed to the restricted stock.
Item 3. Defaults upon Senior Securities
None
Item 4. Mine Safety Disclosures
N/A
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.