Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

The Registrant and John Jones have entered into a Stock Purchase Agreement, dated as of December 27, 2024, under which Mr. Jones purchased 250,000,000 shares of the Registrant for the purchase price of $75,000 or $0.0003 per share. Because Mr. Jones is a director of the Registrant, said agreement was a "conflicting interest transaction under Section 7-108-501 of the Colorado Revised Statutes. At a special meeting of the Registrant's board of directors held on December 27, 2024, the board of directors authorized said agreement, after disclosure of Mr. Jones' interest therein, by a majority of the disinterested directors.

In addition to customary provisions, said agreement contains a covenant under which the Registrant is required to repurchase the shares, upon demand by Mr. Jones, in the event that their market value is not $93,750 on December 31, 2025. The Company's obligation to perform this covenant shall terminate. In the event that the Average Closing Price (as defined) shall on any day exceed $0.000375 per share. In the event of such demand, the Company may, at its sole option, in lieu of complying with the said covenant, pay to Mr. Jones the difference between (i) $93,750 and (ii) 250,000,000 multiplied by the Average Closing Price (as defined) as of December 31, 2025 (the "Demand Average Closing Price") (i) in cash, (ii) by the issuance to Mr. Jones of a number of shares of Common Stock determined by dividing such difference by the Demand Average Closing Price or (iii) a combination of (i) and (ii).

The foregoing description of said agreement is a summary of its provisions and is qualified in its entirety by reference thereto, a copy of which is filed as Exhibit 10.1 to this report.

Section 9 - Financial Statements and Exhibits