Private Placement Form 8 K

Item 3.02 Unregistered Sales of Equity Securities

On or about September 18, 2024, the Company began conducting a Regulation 506(b) offering whereas the Company began efforts to sell shares of common stock at a fixed price of $0.0001 per share. The Company is seeking to raise a maximum of $75,000 pursuant to this offering. Thus far, the Company has sold shares to 8 accredited investors for total proceeds of $24,000. One of the accredited investors (Decus Pro OU) is an entity controlled by the Company's Chief Executive Officer, Boriss Aleksandrov.

Thus far, pursuant to the above offering, Decus Pro OU has purchased 138,000,000 shares of restricted common stock. In addition, the remaining 7 accredited investors, referenced above, have thus far purchased 102,000,000 shares of restricted common stock. In total, 240,000,000 shares of restricted common stock have been sold pursuant to the Regulation 506(b) offering. The Company does not intend for the Regulation 506(b) offering to last more than one year from the first date of sale.

The Company intends to use the proceeds from these sales for working capital and day-to-day operations. However, it should be noted that the Company's management has broad discretion to use the funds raised from this offering for other business purposes.