Item 2. Unregistered Sales of Equity Securities
ITEM
2.
UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Between
April 1, 2024 and June 30, 2024 the Company issued 100,000 shares of restricted common stock for services valued at $90,000.
The securities referred to above were issued without registration under
the Securities Act of 1933, as amended (the “Securities Act”) in reliance on the exemptions provided by Section 4(a)(2) of
the Securities Act as provided in Rule 506(b) of Regulation D promulgated thereunder. None of the foregoing securities as well as common
stock issuable upon conversion or exercise of such securities, have been registered under the Securities Act or any other applicable laws
and are deemed restricted securities, and unless so registered may not be offered or sold in the United States except pursuant to an exemption
from the registration requirements of the Securities Act.
ITEM
3.
DEFAULT
UPON SENIOR SECURITIES.
None.
ITEM
4.
MINE
SAFETY DISCLOSURES.
Not
applicable.
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