Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds
Between February 17, 2025 and March 17, 2025, the
Company issued 13,200,000 shares of common stock and warrants to purchase 6,600,000 shares of common stock to accredited investors in
a private placement for gross proceeds of $132,000. Each share of common stock was issued at $0.01 per share. The warrants are immediately
exercisable at $0.01 per share and expire one year from the date of issuance. No solicitation was used in the offering. The Company relied
on the exemption from registration available under Section 4(a)(2) of the 1933 Act and/or Rule 506(b) of Regulation D promulgated under
the 1933 Act with respect to transactions by an issuer not involving any public offering. No commissions were paid in connection
with these issuances of securities. The Company filed a Form D with the SEC on March 27, 2025.
Item 3. Defaults upon Senior Securities
None.
Item 4. Mine Safety Disclosure
Not applicable.
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