02/12/2026 | Press release | Distributed by Public on 02/12/2026 13:38
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Convertible Note(2) | 11/03/2025 | 10/31/2028 | Common Stock | 12,500,000 | $0.08 | I | By Jarman Family Holdings, LLC(1) |
| Warrant (Right to Buy)(3) | 11/03/2025 | 10/31/2030 | Common Stock | 3,000,000 | $0.001 | I | By Jarman Family Holdings, LLC(1) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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JARMAN PAUL 1087 SOUTH CARTERVILLE ROAD OREM, UT 84097 |
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| /s/ Paul Jarman | 02/12/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The securities are held by Jarman Family Holdings, LLC ("JFH"). The Reporting Person is the beneficial owner of 100% of the interests in JFH jointly with his wife, is the managing member, and has sole voting and dispositive power over and may be deemed to beneficially own such shares held by JFH. |
| (2) | Pursuant to a Note and Warrant Purchase Agreement dated as of October 31, 2025 and effective November 3, 2025 (the "NWPA"), the Registrant issued JFH a $1,000,0000 convertible note (the "Note") which is convertible at the election of the holder at a conversion price of $0.08 and bears interest at the rate of 14%. The Note matures on October 31, 2028. The number of shares reported represents the principal amount divided by the conversion price, and the ultimate conversion amount will include additional shares representing accrued interest. |
| (3) | Pursuant to the NWPA, JFH acquired a warrant to purchase up to 3,000,000 shares of Common Stock, with an exercise price of $0.001 per share (the "Warrant"). The Warrant may be exercised at any time and expires on October 31, 2030. |