Item 3.02 Unregistered Sales of Equity Securities

On January 27, 2023, we issued 1,250,000 shares of our common stock in a private placement at a purchase price of CDN $0.05 (USD $0.04) raising gross proceeds of CDN $62,500 (USD $46,875). We have issued all of the shares to six (6) non-US persons (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.

On January 27, 2023, we issued 7,200,000 shares of our common stock in a private placement at a purchase price of CDN $0.025 (USD $0.02) raising gross proceeds of CDN $180,000 (USD $135,000). We have issued all of the shares to thirteen (13) non-US persons (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.

On January 27, 2023, we issued 420,000 shares of our common stock in a private placement at a purchase price of USD $0.02 raising gross proceeds of USD $8,400. We have issued all of securities to two (2) U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933) relying upon Rule 506 of Regulation D of the Securities Act of 1933.

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On January 27, 2023, we issued 450,000 shares of our common stock pursuant to debt settlement agreements with two (2) individuals. The deemed price of the shares issued was USD $0.002 per share. We have issued all of securities to two (2) U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933) relying upon Rule 506 of Regulation D of the Securities Act of 1933.

On January 27, 2023, we issued 5,240,000 shares of our common stock pursuant to debt settlement agreements with nine (9) individuals. The deemed price of the shares issued was CDN $0.025 (USD $0.02) per share. We have issued all of the shares to nine (9) non-US persons (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits



  10.1      Form of Subscription Agreement-CDN Subscribers

  10.2      Form of Flow-Through Subscription Agreement-CDN Subscribers

  10.3      Form of Subscription Agreement-US Subscribers

  10.4      Form of Debt Settlement Agreement

104       Cover Page Interactive Data File (embedded within the Inline XBRL document)

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