Item 2. Unregistered Sales of Equity Securities
ITEM
2. Unregistered Sales of Equity Securities and Use of Proceeds.
On
February 28, 2025, 4 million shares of preferred stock was converted into 3.6 million shares of common stock. As part of the transaction,
$225,000 of debt was also extinguished, as well as $8,600 in accrued interest on the debt. No new proceeds were received by the Company.
On
April 8, 2025, the Company sold 200,000 shares of restricted common stock at $0.05 per share. Net proceeds were $9,000, after paying
a 10% in commission fees. Proceeds were used for general corporate purposes. The shares were issued in reliance on the exemption the
registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(2) thereof or Regulation D promulgated thereunder,
based on the private sale of the shares to an “accredited investor” (as such term is defined under Regulation D). The purchaser
represented its intention to acquire the shares for investment for its own account and not with a view to, or for resale in connection
with, any distribution thereof.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
The
$500,000 secured short-term note issued on February 1, 2019, was past due as of September 30, 2025. We have accrued 100,000 shares of
Company stock per month, recorded as interest, as penalty shares per agreement with the lender, until paid, through December 31, 2020,
in accordance with a verbal agreement with the lender. No further share accrual is being made. A total of 1,850,000 penalty shares are
accrued, and due on demand, in accordance with this borrowing. Unpaid interest is approximately $30,000 as of the date of this report.
The
$100,000 secured short-term note issued on July 2, 2019, was past due as of September 30, 2025. We are continuing to accrue interest
at the stated rate of 12% per annum, which is a total of approximately $72,000 as of the date of this report, until the loan is paid
in full, or an extension agreement is reached with the lender. We are in on-going discussions with our lenders regarding the terms and
conditions of the respective loans. Although we have not obtained a written waiver(s) or entered into an amendment(s) formally extending
or revising debt terms in all instances, the lenders, most of whom are also shareholders, have and are continuing to cooperate with the
company in order to resolve the matters in the best interest of all parties.
The
$150,000 secured short-term note issued on July 18, 2019, was past due as of September 30, 2025. We have accrued 15,000 shares of Company
stock per month, which increased to 30,000 shares of common stock per month beginning March 16, 2020, recorded as interest, as penalty
shares per agreement with the lender, until paid, through December 31, 2020, in accordance with a verbal agreement with the lender. A
total of 360,000 penalty shares are accrued and due on demand, in accordance with this borrowing. Unpaid interest is approximately $10,000
as of the date of this report.
The
$300,000 secured short-term note issued on October 17, 2019, was past due as of September 30, 2025. We are continuing to accrue interest
at the stated rate of 15% per annum, which is a total of approximately $268,300 as of the date of this report, until the loan is paid
in full, or an extension agreement is reached with the lender. We are in on-going discussions with our lenders regarding the terms and
conditions of the respective loans. Although we have not obtained a written waiver(s) or entered into an amendment(s) formally extending
or revising debt terms in all instances, the lenders, most of whom are also shareholders, have and are continuing to cooperate with the
company in order to resolve the matters in the best interest of all parties.
The
$450,000 secured short-term note issued on December 14, 2019, was past due as of September 30, 2025. We are continuing to accrue interest
at the stated rate of 15% per annum, which is a total of approximately $391,500 as of the date of this report, until the loan is paid
in full, or an extension agreement is reached with the lender. We are in on-going discussions with our lenders regarding the terms and
conditions of the respective loans. Although we have not obtained a written waiver(s) or entered into an amendment(s) formally extending
or revising debt terms in all instances, the lenders, most of whom are also shareholders, have and are continuing to cooperate with the
company in order to resolve the matters in the best interest of all parties.
25
The
$100,000 secured short-term note issued on March 16, 2020, was past due as of September 30, 2025. We are continuing to accrue interest
at the stated rate of 14% per annum, which is a total of approximately $77,600 as of the date of this report, until the loan is paid
in full, or an extension agreement is reached with the lender. We are in on-going discussions with our lenders regarding the terms and
conditions of the respective loans. Although we have not obtained a written waiver(s) or entered into an amendment(s) formally extending
or revising debt terms in all instances, the lenders, most of whom are also shareholders, have and are continuing to cooperate with the
company in order to resolve the matters in the best interest of all parties.
The
$50,000 secured short-term note issued on March 17, 2020, was past due as of September 30, 2025. We are continuing to accrue interest
at the stated rate of 14% per annum, which is a total of approximately $38,800 as of the date of this report, until the loan is paid
in full, or an extension agreement is reached with the lender. We are in on-going discussions with our lenders regarding the terms and
conditions of the respective loans. Although we have not obtained a written waiver(s) or entered into an amendment(s) formally extending
or revising debt terms in all instances, the lenders, most of whom are also shareholders, have and are continuing to cooperate with the
company in order to resolve the matters in the best interest of all parties.
The
$220,000 secured short-term note issued on July 8, 2020, was past due as of September 30, 2025. We are continuing to accrue interest
at the stated rate of 15% per annum, which is a total of approximately $172,700 as of the date of this report, until the loan is paid
in full, or an extension agreement is reached with the lender. We are in on-going discussions with our lenders regarding the terms and
conditions of the respective loans. Although we have not obtained a written waiver(s) or entered into an amendment(s) formally extending
or revising debt terms in all instances, the lenders, most of whom are also shareholders, have and are continuing to cooperate with the
company in order to resolve the matters in the best interest of all parties.
The
$120,000 secured short-term note issued on August 18, 2020, was past due as of September 30, 2025. We are continuing to accrue interest
at the stated rate of 15% per annum, which is a total of approximately $92,100 as of the date of this report, until the loan is paid
in full, or an extension agreement is reached with the lender. We are in on-going discussions with our lenders regarding the terms and
conditions of the respective loans. Although we have not obtained a written waiver(s) or entered into an amendment(s) formally extending
or revising debt terms in all instances, the lenders, most of whom are also shareholders, have and are continuing to cooperate with the
company in order to resolve the matters in the best interest of all parties.
The
$280,000 secured short-term note issued on September 3, 2020, was past due as of September 30, 2025. We are continuing to accrue interest
at the stated rate of 15% per annum, which is a total of approximately $213,200 as of the date of this report, until the loan is paid
in full, or an extension agreement is reached with the lender. We are in on-going discussions with our lenders regarding the terms and
conditions of the respective loans. Although we have not obtained a written waiver(s) or entered into an amendment(s) formally extending
or revising debt terms in all instances, the lenders, most of whom are also shareholders, have and are continuing to cooperate with the
company in order to resolve the matters in the best interest of all parties.
The
$500,000 secured short-term note issued on August 15, 2022, was past due as of September 30, 2025. We are continuing to accrue interest
at the stated rate of 10% per annum, which is a total of approximately $156,300 as of the date of this report, until the loan is paid
in full, or an extension agreement is reached with the lender. We are in on-going discussions with our lenders regarding the terms and
conditions of the respective loans. Although we have not obtained a written waiver(s) or entered into an amendment(s) formally extending
or revising debt terms in all instances, the lenders, most of whom are also shareholders, have and are continuing to cooperate with the
company in order to resolve the matters in the best interest of all parties.
The
$100,000 secured short-term note issued on July 20, 2022, was past due as of September 30, 2025. We are continuing to accrue interest
at the stated rate of 10% per annum, which is a total of approximately $25,600 as of the date of this report, until the loan is paid
in full, or an extension agreement is reached with the lender. We are in on-going discussions with our lenders regarding the terms and
conditions of the respective loans. Although we have not obtained a written waiver(s) or entered into an amendment(s) formally extending
or revising debt terms in all instances, the lenders, most of whom are also shareholders, have and are continuing to cooperate with the
company in order to resolve the matters in the best interest of all parties.
The
$500,000 secured long-term note issued on July 13, 2018, was past due as of September 30, 2025. We are continuing to accrue interest
at the stated rate of 20% per annum, which is a total of approximately $722,000 as of the date of this report, until the loan is paid
in full, or an extension agreement is reached with the lender. We are in on-going discussions with our lenders regarding the terms and
conditions of the respective loans. Although we have not obtained a written waiver(s) or entered into an amendment(s) formally extending
or revising debt terms in all instances, the lenders, most of whom are also shareholders, have and are continuing to cooperate with the
company in order to resolve the matters in the best interest of all parties.
26
The
$350,000 secured short-term note issued on January 20, 2023, was past due as of September 30, 2025. We are continuing to accrue interest
at the stated rate of 8% per annum, which is a total of approximately $75,400 as of the date of this report, until the loan is paid in
full, or an extension agreement is reached with the lender. We are in on-going discussions with our lenders regarding the terms and conditions
of the respective loans. Although we have not obtained a written waiver(s) or entered into an amendment(s) formally extending or revising
debt terms in all instances, the lenders, most of whom are also shareholders, have and are continuing to cooperate with the company in
order to resolve the matters in the best interest of all parties.
The
$300,000 secured short-term note issued on March 10, 2023, was past due as of September 30, 2025. We are continuing to accrue interest
at the stated rate of 8% per annum, which is a total of approximately $61,500 as of the date of this report, until the loan is paid in
full, or an extension agreement is reached with the lender. We are in on-going discussions with our lenders regarding the terms and conditions
of the respective loans. Although we have not obtained a written waiver(s) or entered into an amendment(s) formally extending or revising
debt terms in all instances, the lenders, most of whom are also shareholders, have and are continuing to cooperate with the company in
order to resolve the matters in the best interest of all parties.
The
$200,000 secured short-term note issued on May 16, 2023, was past due as of September 30, 2025. We are continuing to accrue interest
at the stated rate of 8% per annum, which is a total of approximately $37,800 as of the date of this report, until the loan is paid in
full, or an extension agreement is reached with the lender. We are in on-going discussions with our lenders regarding the terms and conditions
of the respective loans. Although we have not obtained a written waiver(s) or entered into an amendment(s) formally extending or revising
debt terms in all instances, the lenders, most of whom are also shareholders, have and are continuing to cooperate with the company in
order to resolve the matters in the best interest of all parties.
The
$150,000 secured short-term note issued on January 31, 2024, was past due as of September 30, 2025. We are continuing to accrue interest
at the stated rate of 8% per annum, which is a total of approximately $20,000 as of the date of this report, until the loan is paid in
full, or an extension agreement is reached with the lender. We are in on-going discussions with our lenders regarding the terms and conditions
of the respective loans. Although we have not obtained a written waiver(s) or entered into an amendment(s) formally extending or revising
debt terms in all instances, the lenders, most of whom are also shareholders, have and are continuing to cooperate with the company in
order to resolve the matters in the best interest of all parties.
The
$30,000 secured short-term note issued on March 27, 2024, was past due as of September 30, 2025. We are continuing to accrue interest
at the stated rate of 8% per annum, which is a total of approximately $3,600 as of the date of this report, until the loan is paid in
full, or an extension agreement is reached with the lender. We are in on-going discussions with our lenders regarding the terms and conditions
of the respective loans. Although we have not obtained a written waiver(s) or entered into an amendment(s) formally extending or revising
debt terms in all instances, the lenders, most of whom are also shareholders, have and are continuing to cooperate with the company in
order to resolve the matters in the best interest of all parties.
The
$200,000 secured short-term note issued on April 12, 2024, was past due as of September 30, 2025, before the date of the filing of this
report. We are continuing to accrue interest at the stated rate of 8% per annum, which is a total of approximately $23,500 as of the
date of this report, until the loan is paid in full, or an extension agreement is reached with the lender. We are in on-going discussions
with our lenders regarding the terms and conditions of the respective loans. Although we have not obtained a written waiver(s) or entered
into an amendment(s) formally extending or revising debt terms in all instances, the lenders, most of whom are also shareholders, have
and are continuing to cooperate with the company in order to resolve the matters in the best interest of all parties.
The
$100,000 secured short-term note issued on October 30, 2024, was past due as of September 30, 2025. The initial stated interest of 8%
per annum increased to 12% after the due date. We have accrued a total of approximately $9,000, of which $5,000 was paid as of the date
of this report, and will continue until the loan is paid in full, or an extension agreement is reached with the lender. We are in on-going
discussions with our lenders regarding the terms and conditions of the respective loans. Although we have not obtained a written waiver(s)
or entered into an amendment(s) formally extending or revising debt terms in all instances, the lenders, most of whom are also shareholders,
have and are continuing to cooperate with the company in order to resolve the matters in the best interest of all parties.
27
The
$12,000 secured short-term note issued on February 21, 2025, was past due as of September 30, 2025. The initial stated interest of 8%
per annum increased to 12% after the due date. We have accrued a total of approximately $700 as of the date of this report, and will
continue until the loan is paid in full, or an extension agreement is reached with the lender. We are in on-going discussions with our
lenders regarding the terms and conditions of the respective loans. Although we have not obtained a written waiver(s) or entered into
an amendment(s) formally extending or revising debt terms in all instances, the lenders, most of whom are also shareholders, have and
are continuing to cooperate with the company in order to resolve the matters in the best interest of all parties.
The
$100,000 unsecured short-term note issued on July 25, 2025, was past due as of September 30, 2025. The initial stated interest of 8%
per annum increased to 12% after the due date. We have accrued a total of approximately $5,300 as of the date of this report, and will
continue until the loan is paid in full, or an extension agreement is reached with the lender. We are in on-going discussions with our
lenders regarding the terms and conditions of the respective loans. Although we have not obtained a written waiver(s) or entered into
an amendment(s) formally extending or revising debt terms in all instances, the lenders, most of whom are also shareholders, have and
are continuing to cooperate with the company in order to resolve the matters in the best interest of all parties.
ITEM
4. MINE SAFETY DISCLOSURES
Not
Applicable.
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