Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
From
October 1, 2025 through December 31, 2025, the Company issued an aggregate of 127,667 shares of its common stock at an average contractual
conversion price of $1.75 as a result of the conversion of principal of $76,000 interest of $4,441 and conversion fees $937 underlying
certain outstanding convertible notes converted during such period.
In
October 2025, the Company issued an aggregate of 4,336 share of common stock for services rendered and to be rendered from September
25, 2025 to December 25, 2025 in connection with the Advisory agreement dated on September 25, 2025. These shares were valued at approximately
$1.73 or $7,500, being the closing price of the stock on the date of grant. During the six months ended December 31, 2025, the Company
recorded stock-based compensation of $7,500.
Except
as otherwise noted, the securities in the transactions described above were sold in reliance on the exemption from registration provided
in Section 4(a)(2) of the Securities Act and/or Rule 506(b) promulgated thereunder, as there was no general solicitation to the investors
and the transactions did not involve any public offering. All certificates evidencing the shares sold bore a restrictive legend. No underwriter
participated in the offer and sale of these securities, and no commission or other remuneration was paid or given directly or indirectly
in connection therewith. The proceeds from these sales were used for general corporate purposes.
Item
3. Defaults Upon Senior Securities.
As
of December 31, 2025, we were in default under certain loan issued to certain noteholder on October 3, 2019 for failure to pay an aggregate
of $65,280 which was settled in January 2026 by entering in an Exchange agreement and a convertible note of $58,520 of principal and
accrued interest, respectively, as of December 31, 2025, subsequent to their maturity date. We are currently in discussions with such
noteholder to extend such maturity date. See “Note 5 and 6” to our unaudited condensed consolidated financial statements
in Part I of this Quarterly Report for additional information.
Item
4. Mine Safety Disclosures.
Not
Applicable.
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