Item
3.02 Unregistered Sales of Equity Securities
We
claimed exemption from registration under the Securities Act for the sales and issuances of securities in the following transactions
were made in reliance on Sections 3(a)(9) and 4(a)(2) of the Securities Act as the common stock was issued in exchange for debt securities
of the Company held by each shareholder, there was no additional consideration for the exchange, there was no remuneration for the solicitation
of the exchange, there was no general solicitation, and the transactions did not involve a public offering.
On
February 23, 2023, the Company issued 5,142,857 restricted shares of Common Stock to Cluff-Rich 401(k) upon the conversion of $18,000
in existing debt owed to the shareholder that has been accrued by the Company.
On
February 23, 2023, the Company issued 16,428,571 restricted shares of Common Stock to Fran Rich upon the conversion of $57,500 in existing
debt owed to the shareholder that has been accrued by the Company.
On
February 23, 2023, the Company issued 23,200,857 restricted shares of Common Stock to Debra D’Ambrosio upon the conversion of $81,203
in existing debt owed to the shareholder that has been accrued by the Company.
On
February 23, 2023, the Company issued 485,402,857 restricted shares of Common Stock to Trent D’Ambrosio upon the conversion of
$1,698,910 in existing debt owed to the shareholder that has been accrued by the Company.
On
February 23, 2023, the Company issued 17,142,857 restricted shares of Common Stock to Kay Briggs upon the conversion of $60,000 in existing
debt owed to the shareholder that has been accrued by the Company.
On
February 23, 2023, the Company issued 204,285,714 restricted shares of Common Stock to Legends Capital Group upon the conversion of $715,000
in existing debt owed to the shareholder that has been accrued by the Company.
On
February 23, 2023, the Company issued 314,571,429 restricted shares of Common Stock to L W Briggs Irrevocable Trust upon the conversion
of $1,101,000 in existing debt owed to the shareholder that has been accrued by the Company.
On
February 23, 2023, the Company issued 52,857,143 restricted shares of Common Stock to Claymore Management upon the conversion of $185,000
in existing debt owed to the shareholder that has been accrued by the Company.
On
February 23, 2023, the Company issued 965,137,143 restricted shares of Common Stock to Clavo Rico Inc. upon the conversion of $3,377,980
in existing debt owed to the shareholder that has been accrued by the Company.
On
February 23, 2023, the Company issued 32,928,571 restricted shares of Common Stock to Pine Valley Investments upon the conversion of
$115,200 in existing debt owed to the shareholder that has been accrued by the Company.
On
February 23, 2023, the Company issued 42,857,143 restricted shares of Common Stock to Whit Cluff for services rendered to the Company.
On
February 23, 2023, the Company issued 2,857,143 restricted shares of Common Stock to Rod Sperry for services rendered to the Company.
On
February 23, 2023, the Company issued 2,857,143 restricted shares of Common Stock to Brunson Chandler & Jones, PLLC for services
rendered to the Company.
On
February 23, 2023, the Company issued 14,285,714 restricted shares of Common Stock to Kyle Pickard for services rendered to the Company.
On
February 23, 2023, the Company issued 28,571,429 restricted shares of Common Stock to Justin Wilson for services rendered to the Company.
On
February 23, 2023, the Company issued 28,571,429 restricted shares of Common Stock to Sean Wilson for services rendered to the Company.