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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