Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds
Between April 2, 2025 and June 26, 2025, the Company
issued 17,200,000 shares of common stock and 17,200,000 warrants to purchase 8,600,000 shares of common stock to accredited investors
in a private placement for cash proceeds of $167,500 and $4,500 of services. 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, an amended
Form D with the SEC on May 14, 2025, and an amended Form D with the SEC on August 12, 2025.
Item 3. Defaults upon Senior Securities
None.
Item 4. Mine Safety Disclosure
Not applicable.
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.