Unregistered Sales of Equity Securities and Use of Proceeds.
−Removed: October 1, 2025 through December 31, 2025, the Company issued an aggregate of 127,667 shares of its common stock at an average contractual
−Removed: 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
−Removed: certain outstanding convertible notes converted during such period.
−Removed: October 2025, the Company issued an aggregate of 4,336 share of common stock for services rendered and to be rendered from September
−Removed: 25, 2025 to December 25, 2025 in connection with the Advisory agreement dated on September 25, 2025.
+Added: January 2026, the Company issued an aggregate of 14,805 shares of common stock for services rendered and to be rendered from December
+Added: 26, 2025 to March 26, 2026 in connection with the Advisory agreement dated on September 25, 2025.
These shares were valued at approximately
$0.51 or $7,500, being the closing price of the stock on the date of grant.
−Removed: During the six months ended December 31, 2025, the Company
−Removed: recorded stock-based compensation of $7,500.
+Added: January 7, 2026, the Company entered into an Exchange Agreement with Crown Bridge and issued 394,788 shares of common stock in exchange
+Added: for the total outstanding loan balance of $65,280 and accrued interest of $60,484.
+Added: Those shares were valued at approximately $0.51 per
+Added: share or $200,000, being the closing price of the stock on the date of grant.
+Added: March 16, 2026, the Company granted an aggregate of 25,500,000 shares of common stock to certain officers, employees, directors and consultants
+Added: for services rendered.
+Added: Those shares were valued at approximately $0.14 per share or $3,570,000, being the closing price of the stock
+Added: on the date of grant.
+Added: During the nine months ended March 31, 2025, the Company recorded stock-based compensation of $3,570,000 related
+Added: to such grant.
+Added: These 25,500,000 shares were issued on April 28, 2026 and were considered shares issuable as of March 31, 2026.
+Added: March 16, 2026, the Company granted an additional 7,500,000 shares of fully vested, non-forfeitable common stock to various consultants
+Added: for consulting, investor relations and business advisory services related to existing 3-year consulting agreements dated between January
+Added: 2025 and March 2025.
+Added: Those shares were valued at approximately $0.14 per share or $1,050,000, being the closing price of the stock on
+Added: the date of grant.
+Added: These 7,500,000 shares were issued on April 28, 2026 and were considered shares issuable as of March 31, 2026.
as otherwise noted, the securities in the transactions described above were sold in reliance on the exemption from registration provided
7 unchanged sentences
Defaults Upon Senior Securities.
−Removed: 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
−Removed: 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
−Removed: accrued interest, respectively, as of December 31, 2025, subsequent to their maturity date.
−Removed: We are currently in discussions with such
−Removed: noteholder to extend such maturity date.
−Removed: See “Note 5 and 6” to our unaudited condensed consolidated financial statements
−Removed: in Part I of this Quarterly Report for additional information.
+Added: of March 31, 2026, we were in default under certain loans to related parties amounting $211,545 and accrued interest of $50,213, as of
+Added: March 31, 2026, subsequent to their maturity date.
+Added: We are currently in discussions with such lender to extend such maturity date.
+Added: “Note 5 and 6” to our unaudited condensed consolidated financial statements in Part I of this Quarterly Report for additional
Mine Safety Disclosures.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.