Item 1. Legal Proceedings
Item
1. Legal Proceedings.
In
June of 2025, a lawsuit was filed in Nevada against the Company by a former consultant for breach of contract, securities fraud and related
claims stemming from a 2022 consulting agreement and stock agreements entered into with two companies owned by the consultant. In December,
2025, the court entered a default judgment in the matter. In February 2026, the Company filed a motion to set aside the default judgment.
In March 2026, the Company participated in a mediation with the plaintiff and entered into a long-term settlement agreement. Pursuant
to the agreement, the Company has agreed to transfer 12,500,000 shares of common stock to the plaintiff and the agreement further provides
for mutual release of all claims against the Company. The Company filed a Form 8-K on March 23, 2026 regarding this legal matter. These
shares were issued subsequent to the period ending March 31, 2026.
Item
1A. Risk Factors.
Not
required for smaller reporting companies.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
During
the three months ended March 31, 2026, we received proceeds of $528,633 for the issuance of 17,033,333 is
an “accredited investor” for purposes of Rule 501 of Regulation D.
Item
3. Defaults upon Senior Securities.
None.
Item
4. Mine Safety Disclosures.
Not
applicable.
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