Private Placement Form 8 K

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

From September 30, 2024 through October 4, 2024, the holders of $474,793 of Original Issue Discount Senior Convertible Debentures elected to convert their debentures at an average contractual exercise price of $4.00 per share in exchange for the issuance of 118,700 shares of the Company's Common Stock to the holders. The shares of Common Stock were issued restricted with a standard Rule 144 legend. The issuances of the foregoing securities is exempt from registration pursuant to Section 4(a)(2) of the Securities Act promulgated thereunder as the Sellers are controlled by one of executive officers who is an accredited investor and familiar with the Company's operations.

As a result of these issuances, the number of outstanding common shares of the Company has increased from 1,301,978 to 1,420,678.