01/27/2026 | Press release | Distributed by Public on 01/27/2026 13:17
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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. | |||
| 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. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| CONVERTIBLE PROMISSORY NOTES | $0.0347 | 01/26/2026 | C | 1 | 01/08/2024 | 01/26/2026 | COMMON STOCK | 1,249,178 | $ 0 | 0 | I | By Sage Stone (Canada) Inc. | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Ross James Samuel 2510 EAST SUNSET ROAD, SUITE 5 #925, LAS VEGAS,, NV 89120 |
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| /s/ James Ross | 01/27/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(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). |
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Remarks: The reporting person is the sole director and controls Sage Stone (Canada) Inc. and may be deemed to beneficially own the securities held by such entity. The shares were issued upon conversion of outstanding principal and accrued interest under two identical convertible promissory notes. No cash consideration was paid. The conversion price was determined pursuant to the terms of the notes. This Form 4 reports only the conversion of the convertible promissory notes referenced herein. The reporting person continues to hold a separate convertible promissory note issued on December 31, 2025, which was not converted in this transaction. |
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