Private Placement Form 8 K

Item 3.02 Unregistered Sales of Equity Securities.

On July 2^nd, 2024, we closed on a convertible promissory note and entered into a securities purchase agreement dated July 1^st, 2024 with one subscriber (the "Holder") to raise a net amount of US$90,000, pursuant to the terms and subject to the conditions of the convertible promissory note issued to the Holder (the "Promissory Note").

The Promissory Note is in the amount of US$115,200, is unsecured and matures on May 15, 2024 (the "Maturity Date"). We also agreed to an original issuance discount of US$19,200. The Promissory Note bears interest at the rate of 10% per annum on the unpaid principal balance from July 1^st, 2024 until the Maturity Date. Any amount of principal or interest on the Promissory Note which is not paid when due shall bear interest at the rate of 22% per annum from the due date until the same is paid.

The Promissory Note is convertible into shares of common stock of our company only in the event of a default, upon the terms and subject to the limitations and conditions set forth in the Promissory Note.

Upon the occurrence and during the continuation of any event of default, the Promissory Note will immediately become immediately and payable on the conditions as set forth in the Promissory Note.

We issued the Promissory Note and intend to issue shares of our common stock upon conversion of the Promissory Note to one U.S. person (as that term is defined in Regulation S of the Securities Act of 1933, as amended) and in issuing these securities, we relied or will rely on the exemptions from the registration requirements of the Securities Act of 1933 provided by Section 4(a)(2) of the Securities Act of 1933 and/or Rule 506 promulgated under the Securities Act of 1933.