Item 3.02 - Unregistered Sales of Equity Securities.

On September 29, 2026 (the "Tranche 1 Closing Date"), the Company completed the closing and sale of 5,000 shares of Series A Preferred Stock for $500,000, pursuant to a Preferred Stock Purchase Agreement (the "Preferred Purchase Agreement") dated September 27, 2026. Per the terms of the Preferred Purchase Agreement, parties agreed for the Tranche 2 Closing and purchase of an additional 5,000 shares for $500,000 to occur no later than ninety (90) days after the Tranche 1 Closing Date. The rights, preferences and privileges of the Series A Preferred Stock is as set forth in the Certificate of Determination of the Series A Preferred Stock filed as Exhibits 3(i) to this Current Report on Form 8-K, which is incorporated herein by reference. No underwriters were used. The securities were issued pursuant to an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933.

Also on September 29, 2026, in consideration of $550,000 the Company issued a Warrant to a third party, to purchase 91,666,666 shares of the Company's common stock. The Warrant is exercisable for a period of five (5) years, and has an exercise price of $0.004 per share, with a cashless exercise feature, and has customary provisions for adjustment to the exercise price and number of shares issuable upon exercise of the Warrant in the event of stock dividends and splits. The number of shares of common stock that may be acquired upon any exercise of the Warrant is limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of common stock then beneficially owned by such holder and its affiliates and any other persons whose beneficial ownership of Common Stock does not exceed 4.99% of the total number of issued and outstanding shares of common stock. No underwriters were used. The securities were issued pursuant to an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933.

The foregoing description of the Warrant is qualified in its entirety by reference to the Warrant filed as Exhibits 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

Item 5.01 - Changes in Control of Registrant

As set forth in Item 3.01, on September 29, 2026, pursuant to the Preferred Purchase Agreement, the Company sold and issued 5,000 shares of Series A Preferred Stock to Hard Rock Holdco, LLC. Each share of Series A Preferred Stock is entitled to 50,000 votes (i.e., a total of 250,000,000 votes), that enable the holder to control the election of our board of directors and, ultimately, our direction, and this the sale and issuance of the Series A Preferred Stock