Item 3.02 Unregistered Sales of Equity Securities

On October 31, 2022, the Board of Directors resolved to reduce the number of unregistered shares of common stock issued to founders pursuant to the Merger that closed on July 9, 2022 (as filed with the Commission under Item 3.02 on July 14, 2022 on Form 8-K). The total common shares outstanding at closing of the Merger was 129,176,724 and this number has been reduced by 49,925,537 to 79,151,187 in the aggregate. The 50,925,537 common shares were returned to unissued but authorized shares.

The following table sets forth, immediately after giving effect to the share reduction, the number of shares of common stock beneficially owned by executive officers, directors and persons who hold 5% or more of the outstanding common stock of the Company.





                                     Position(s) with             Amount of       Percentage
                                     or Relationship             Common Stock    Ownership of
Name and Address of Beneficial Owner to Company               Beneficially Owned Common stock

David Riggs                          President, CEO, Director         11,031,645        13.94%
25411 Stanolind Rd
Tomball, TX 773785
George Hruska                        Director                          6,166,407         7.79%
3204 Sienna Dr
Casper, WE 82604
Russell Klawunn                      COO, Director                    12,379,262        15.64%
1870 W Prince Rd, #41
Tucson, AZ
Kent Hush                            Treasurer, CFO, Director         12,760,764        16.12%
4575 Dean Martin, #804
Las Vegas, NV 89103
Sumit Isaranggunlnaayudhya           5% or more Shareholder           10,000,000        12.63%
19087 Allegheny Rd, #3
Apple Valley, CA 92307
George Christodoulou                 5% or more Shareholder         5,950,000(1)         7.52%
10 DionysiouSolomou Street,
Leona Building, suite 501,
2406 Engomi, Nicosia
 - Cyprus, P.O. Box 25631,
Nicosia
Shirley Christodoulou                5% or more Shareholder         5,950,000(2)         7.52%
10 DionysiouSolomou Street,
Leona Building, suite 501,
2406 Engomi, Nicosia
 - Cyprus, P.O. Box 25631,
Nicosia
Shirley Properties, Inc.             5% or more Shareholder         5,950,000(3)         7.52%
10 DionysiouSolomou Street,
Leona Building, suite 501,
2406 Engomi, Nicosia
 - Cyprus, P.O. Box 25631,
Nicosia

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(1)George Christodoulou personally owns 1,650,000 common shares, and 1,000,000 common shares held in the name of Costa Vassiliades, who passed away in January 2014. George Christodoulou has yet to have Costa Vassiliades' common shares transferred into his name. George Christodoulou is deemed to beneficially own the shares of his wife Shirley Christodoulou, who owns 2,800,000 common shares, and the shares of Shirley Properties, Inc., an entity controlled by his wife, which owns 1,500,000 shares. Total shares in the above table have been reduced by the 1,000,000 shares of Costa Vassiliades that, upon his death, were allocated to Mr. Christodoulou as gifted shares. In the absence of legal documentation and that any such transference has not been recorded by the Company's transfer agent since January 2014, the Company has reduced Mr. Christodoulou's disclosed ownership by these 1,000,000 shares unless or until sufficient documentation regarding these gifted shares is provided to the Company or the Company's transfer agent.

(2)Shirley Christodoulou personally owns 2,800,000 common shares and is deemed to beneficially own the shares of her husband George Christodoulou, who owns 2,650,000 common shares and the shares of Shirley Properties, Inc., an entity she controls, which owns 1,500,000 shares.

(3)Shirley Christodoulou is the control person for Shirley Properties, Inc. a BVI corporation and is therefore deemed to beneficially own the common shares of Shirley Properties, Inc., in addition to the 2,800,000 shares she owns personally and the 2,650,000 shares held by George Christodoulou.

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