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, 2025,
the Company issued 100,419 shares of common stock, valued at fair market value on issuance as follows:
• 1,875 shares for compensation to our directors valued at $32,815;
• 94,981 shares for conversion of debt of $835,834;
• 3,563 shares for common stock payable value at $82,194.
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.