Private Placement Form 8 K

Item 3.02 Unregistered Sales of Equity Securities.

From May 10, 2024, through November 14, 2024, Registrant (the "Company") issued and sold to accredited US investors and non-U.S. investors an aggregate of $1,154,000 in principal amount Convertible Promissory Notes (the "Notes") and warrants to purchase an aggregate of 38,476,448 shares of common stock (the "Warrants"). The Company received proceeds from the closing of the private placement of $ $1,049,000, which funds were used, and are being used, for general corporate purposes and working capital.

The Notes are due twelve (12) months from their respective issuance dates (the "Maturity Date"). The Notes do not bear interest and were issued in the face amount equal to 110% of the purchasers' commitments. The Notes are convertible into shares of the Company's common stock at a rate of $0.03 per share. If the Notes are not paid in full by the Maturity Date, the balance remaining on the Maturity Date shall be increased by 10% and the Company shall be required to pay interest at a rate of 10% per annum thereon until all sums thereunder are paid in full or converted into the Company's common stock.

The Warrants are exercisable into shares of the Company's common stock for a term of one (1) year from their respective issuance dates at an exercise price of $0.04 per share. The Warrants also contain provisions that protect the holders against dilution by adjustment of the conversion price in certain events involving a reduction or increase in the Company's shares.

The offering was made to non-U.S. investors and to U.S. "accredited investors," as the term is defined in Regulation D under the Securities Act of 1933, as amended (the "Securities Act"), and was made without general advertising or solicitation. The securities sold in the offering were not registered under the Securities Act, or the securities laws of any state, and were offered and sold in reliance on exemptions from registration including the exemption from registration afforded by Section 4(a)(2) of the Securities Act and Regulation S promulgated under the Securities Act, and corresponding provisions of state securities law, which, respectively, exempt transactions by an issuer not involving any public offering or transactions with non-U.S. Investors.

Forward-Looking Statements

The Company cautions you that statements included in this Current Report on Form 8-K (including the exhibit hereto) that are not a description of historical facts are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "expect," "plan," "anticipate," "could," "intend," "target," "project," "contemplates," "believes," "estimates," "predicts," "potential" or "continue" or the negatives of these terms or other similar expressions. These statements are based on current expectations, estimates and projections about our business based in part on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and are likely to, differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those set forth our periodic reports filed with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the Registrant undertakes no obligation to revise or update this report to reflect events or circumstances after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement. This caution is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.