Private Placement - Form 8-K

ITEM 3.02UNREGISTERED SALES OF EQUITY SECURITIES.

On May 7, 2024, the registrant issued 23,976,000 shares of its common stock to its CEO. The shares were issued as a result of a company controlled by the CEO exercising its right to convert a convertible promissory note in the principal amount of $117,593 into shares of common stock at a price of $.005 per share. The total amount of the note with the accord interest was $119,980.

On the same date the registrant issued 300,000 shares of its common stock to John L. Thomas, Esq, as partial payment for legal services and 150,000 shares to Yongqing Raun, CPA, as partial payment for accounting services. The shares issued to Messrs. Thomas and Raun may not be publicly sold for a period of one year. The price of the stock was $.005 per share.

The registrant relied on Section 4 (a) 2 of the Securities Act of 1933, as amended in connection with the issuance of the securities as all investors are knowledgeable about the business of the registrant and are able to bear the economic risk of the investment.

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