Private Placement Form 8 K

Item 3.02.Unregistered Sales of Equity Securities.

On October 30, 2024, the Company issued 1,000,000 shares of Series B Preferred Stock to Steven Cabouli, the Company's CEO, in consideration of Mr. Cabouli's provision of executive services to the Company for the period from May 1, 2023, through October 15, 2024. The issuance of these shares was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as there was no general solicitation, and the transaction did not involve a public offering.