Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use Of Proceeds
There
were no unregistered sales of the Company’s equity securities during the three months ended December 31, 2023 that were not previously
reported in an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q, or a Current Report on Form 8-K except as follows :
On
October 10, 2023, a new employee was issued 50,000 shares of common stock as a signing bonus with a total fair value of $1,100, based
on the market price of $0.02250 on the grant date.
On
December 4, 2023, 40,000,000 shares of common stock were issued to a financial accounting consultant under an Independent Consulting
Agreement. The shares are a non-refundable retainer on behalf of their financial accounting consulting services for one year of
services. The shares had a fair value of $600,000, based on the market price of $0.015 on the grant date, recognized as consulting
services in the nine months ended December 31, 2023.
Unless
otherwise specified, the above securities were issued in reliance on the exemption under Section 4(a)(2) of the Securities Act. The issuance
of the shares to the consultant qualified for exemption under Section 4(a)(2) since the issuance by us did not involve a public offering.
The offering was not a “public offering” as defined in 4(a)(2) due to the insubstantial number of persons involved in the
transactions, manner of the issuance and number of securities issued. We did not undertake an offering in which we sold a high number
of securities to a high number of investors. In addition, the investor had the necessary investment intent as required by Section 4(a)(2)
since they agreed to and received securities bearing a legend stating that such securities are restricted pursuant to Rule 144 of the
Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part
of a “public offering”. Based on an analysis of the above factors, we have met the requirements to qualify for exemption
under Section 4(a)(2) of the Securities Act.
Item
3. Defaults upon Senior Securities
None.
Item
4. Mine Safety Disclosures
Not
Applicable.
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