Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement

On September 27, 2024, the Company entered into the Equity Commitment Agreement by and among the Company, and MacRab, LLC a Florida Limited Liability Company (the "Selling Stockholder"), pursuant to which MacRab has agreed to purchase up to one million two-hundred fifty thousand dollars ($1,250,000) of the Company's common stock to be sold at a 20% discount to the average of the two (2) lowest Volume Weighted Average Price of the Issuer's common stock during the five (5) trading days after the clearing date. Furthermore, the put shares issuable from the Equity Commitment Agreement must be registered with the SEC in a current registration statement and MacRab shall only be required to purchase up to 4.99% of the issued and outstanding shares of common stock of the Company. The registration rights of MacRab are outlined in the Registration Rights Agreement filed as an exhibit to this report and details the obligations of the Company.

Under applicable SEC rules and relevant Exchange Act Compliance and Disclosure Interpretations, we are registering 1,250,000,000 shares of common stock that may be issued pursuant to the Equity Commitment Agreement and sold by the Selling Stockholder. However, because the actual date and price per share for the issuance of shares under the Equity Commitment Agreement is unknown, the actual purchase price for the shares is unknown. Accordingly, we caution readers that, although we are registering 1,250,000,000 shares, there is a minimum purchase price of $0.0001 under the Equity Commitment Agreement, and therefore a potential for a maximum of 15,000,000,000 shares that may be issued by the Company pursuant to the Equity Commitment Agreement. Therefore, the number of shares issued from the Equity Commitment Agreement may be substantially greater than the number of shares being registered hereunder.

The Selling Stockholder has engaged Wilson Davis & Co., Inc. to act as broker-dealer in connection with the sale by the Selling Stockholder of the shares, offered pursuant to the Prospectus. For its services, Wilson Davis & Co., Inc. will be reimbursed for certain expenses, not to succeed $10,000, and receive a commission of 4.5% of any sales in addition to its customary fees and charges.

Other than as set forth above, there are no trading volume requirements or restrictions under the Equity Commitment Agreement. With respect to the Equity Commitment Agreement, we will control the timing and amount of any sales of our common stock to MacRab.

Conditions to Sales

Equity Commitment Agreement

Under the Equity Commitment Agreement, the following conditions must be satisfied in order for us to sell shares of our common stock to MacRab:

·	The registration statement of which this prospectus forms a part, and any amendment or supplement thereto, must be declared effective for the sale of our shares to MacRab.

·

Our representations and warranties contained in the Equity Commitment Agreement must be true and correct in all material respects (except for representations and warranties specifically made as of a particular date), except for any conditions that have temporarily caused any representations or warranties to be incorrect and which have been corrected with no continuing impairment to us or MacRab.

·	We must have performed in all material respects all covenants, agreements and conditions required by the Equity Commitment Agreement to be performed, satisfied or complied with by us.

·

No statute, rule, regulation, executive order, decree, ruling or injunction has been enacted, entered, promulgated or adopted by any court or governmental authority of competent jurisdiction that prohibits or directly and materially adversely affects any of the transactions contemplated by the Equity Commitment Agreement, and no proceeding has been commenced that may have the effect of prohibiting or materially adversely affecting any of the transactions contemplated by the Equity Commitment Agreement.

Public link

Please use the above public link if you want to share this noodl on another website.