Item 3.02 Unregistered Sales of Equity Securities.
On October 11, 2022, the Company issued 37,500,000 restricted shares of common
stock to Eden Miller, 10,000,000 shares of restricted common stock to Andrew
Birnbaum, and 2,500,000 shares of restricted common stock to Abdul Saddiqui for
their service as directors of the Company and otherwise. These issuances were
made in reliance on an exemption from registration provided by Section 4(a)(2)
of the Securities Act. Following these issuances, the Company had 50,073,887
shares of its common stock outstanding.
Item 5.01 Changes in Control of the Registrant.
On October 11, 2022, Eden Miller acquired control of the Company through the
issuance of 37,500,000 restricted shares of common stock as described in Item
3.02 above. Mr. Miller now owns 74.89% of the common and voting shares of the
Company.
Item 5.02 Departure of Directors of Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 11, 2022 Eden Miller and Dr. Abdul Saddiqui were elected to serve of
the Company's Board of Directors. Each of Mr. Miller and Dr. Saddiqui will serve
on the Board of Directors until their respective resignation or removal.
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