Private Placement Form 8 K

Item 3.02 Unregistered Sales of Equity Securities.

On August 29, 2024, Netbrands Corp. (the "Company") had outstanding loan balances and accrued interest totaling $178,729 due to Paul Adler, its Chairman and CEO. Effective August 29, 2024, Mr. Adler agreed to convert all of his loan balance and accrued interest into shares of the Company's Common Stock, at a conversion price of $0.072 per share, which was equivalent to the closing price of the Company's common stock of $0.072 on August 29, 2024. This resulted in the issuance of 2,482,347 shares to InPlay Capital Inc., an entity controlled by Mr. Adler