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.
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