Private Placement (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities.

As previously disclosed, we have entered into agreements with key consultants to provide necessary services and expertise for the development of the Company's proposed projects. We have agreed to issue shares of our common stock to the consultants in lieu of cash compensation in order to conserve working capital and to align the interests of the consultants with those of our shareholders. The consultants include parties related to our two directors, Jack W. Hanks and Bruce N. Lemons.

We have been unable to issue the shares earned by the consultants due to a lack of available authorized shares of our common stock. Effective October 21, 2025, we issued an aggregate of 1,565,000,000 shares of common stock to the consultants in order to satisfy a portion of the past due obligations to issue shares or upon conversion of convertible notes previously issued to the consultants.

The issuance of common stock described in this Item 3.02 were not registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder