Private Placement (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities.

Between February 4, 2026 and February 27, 2026 the Company issued 77,849,847 common shares ("Shares") in satisfaction of $53,474 of principal convertible indebtedness, $4,249 of accrued interest on convertible indebtedness and $11,000 in incurred fees.

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.

As of March 3, 2026 the Company has 212,318,424 common shares issued and outstanding.