Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds
Between July 25, 2025 and September 25, 2025,
the Company issued 1,000,000 shares of common stock to accredited investors in a private placement for cash proceeds of $10,000. 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 October 2, 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.