Private Placement (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities.

On January 15, 2026 the Company issued 5,000,000 common shares ("Shares") in satisfaction of $11,449 of principal convertible indebtedness and $8,101 of accrued interest on convertible indebtedness.

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the "Act"). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares.

On January 29, 2026 the Company issued 5,302,732 common shares ("Shares") in satisfaction of $12,000 of principal convertible indebtedness and $1,000 of accrued interest on convertible indebtedness.

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the "Act"). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares

On January 30, 2026 the Company issued 11,111,111 common shares ("Shares") for consideration consisting of $50,000.

The Shares were issued pursuant to a Tier 2 Regulation A Offering. The Shares were sold directly through our management.

As of February 2, 2026 the Company has 129,468,577 common shares issued and outstanding.