Private Placement (Form 8-K)

3.02 Unregistered Sales of Equity Securities

On October 8, 2025 the Company issued 6,800,000 common shares ("Shares") for consideration consisting of $68,000.

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

On October 27, 2025 the Company issued 3,500,000 common shares ("Shares") for consideration consisting of $35,000.

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

On October 27, 2025 the Company issued 4,500,000 common shares ("Shares") in satisfaction of $30,204 of principal convertible indebtedness and $13,536 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 October 28, 2025 the Company issued 7,100,000 common shares ("Shares") for consideration consisting of $71,000.

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

On November 10, 2025 the Company issued 1,780,000 common shares ("Shares") for consideration consisting of $17,800.

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