Private Placement (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities

On March 9, 2026, the Company entered into a subscription agreement with an accredited investor for the purchase of 3,000,000 shares of the Company's common stock at a purchase price of $0.01 per share for aggregate gross proceeds of $30,000.

The foregoing securities were offered and sold in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The securities have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration. No general solicitation or advertising was used in connection with the offering.

The dates referenced above reflect the execution dates of the applicable instruments. The receipt of funds and issuance of the securities may occur on different dates due to administrative processing.

On March 11, 2026, the Board of Directors of the Company approved the issuance of 4,500,000 shares of the Company's Series A Preferred Stock to Levi Jacobson, the Company's sole officer and director.

Each share of Series A Preferred Stock carries one hundred (100) votes per share on all matters submitted to a vote of the Company's stockholders and is convertible into one hundred (100) shares of the Company's common stock, subject to the terms set forth in the Company's Amended and Restated Articles of Incorporation filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 5, 2026.

The foregoing securities were offered and issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The securities have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration.