Regulation FD Disclosure Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

Promissory Notes

Jefferson Street Capital, LLC. On April 19, 2024, the Company issued a promissory note (the "Jefferson Street Note") to Jefferson Street Capital LLC ("Jefferson Street") in the principal amount of $10,000. The Note was funded by Jefferson Street on April 19, 2024. The Jefferson Street Note matures April 19, 2024. The Company has the right to repay the Jefferson Street Note at any time, without penalty. From the issue date of the Jefferson Street Note through its maturity date, monthly payments of accrued interest are required to be made by the Company. Upon a default by the Company or on the maturity date, (1) a liquidated damages charge equal to 30% of the outstanding balance due under the Jefferson Street Note will be assessed and will become immediately due and payable, either in form of a cash payment or as an addition to the principal amount due under the Jefferson Street Note, at the sole discretion of the holder, (2) the outstanding balance due under the Jefferson Street Note shall thereafter bear interest thereon at the lower of (a) the highest rate permitted by applicable law or (b) 24% per annum until the unpaid balance shall have been paid in full and (3) the holder, at its sole discretion, may declare the entire outstanding balance due under the Jefferson Street Note to be immediately due and payable.

The foregoing description of the Jefferson Street Note is qualified in its entirety by the full text of the Jefferson Street Note, which is filed as Exhibit 10.2 to, and incorporated by reference in, this Current Report.

Leonite Capital, LLC. On April 19, 2024, the Company issued a promissory note (the "Leonite Note") to Leonite Capital, LLC ("Leonite") in the principal amount of $25,000. The Note was funded by Leonite on April 19, 2024, with the Company receiving funding of $20,000, net of legal fees of $5,000. The Leonite Note matures April 19, 2024. The Company has the right to repay the Leonite Note at any time, without penalty. From the issue date of the Leonite Note through its maturity date, monthly payments of accrued interest are required to be made by the Company. Upon a default by the Company or on the maturity date, (1) a liquidated damages charge equal to 30% of the outstanding balance due under the Leonite Note will be assessed and will become immediately due and payable, either in form of a cash payment or as an addition to the principal amount due under the Leonite Note, at the sole discretion of the holder, (2) the outstanding balance due under the Leonite Note shall thereafter bear interest thereon at the lower of (a) the highest rate permitted by applicable law or (b) 24% per annum until the unpaid balance shall have been paid in full and (3) the holder, at its sole discretion, may declare the entire outstanding balance due under the Leonite Note to be immediately due and payable.

The foregoing description of the Leonite Note is qualified in its entirety by the full text of the Leonite Note, which is filed as Exhibit 10.3 to, and incorporated by reference in, this Current Report.

Exchange Agreements

Jefferson Street Capital, LLC. On April 19, 2024, the Company and Jefferson Street entered into an Exchange Agreement (the "Jefferson Street Exchange #1"), pursuant to which Jefferson Street exchanged $10,000 of debt for 10 shares of the Company's Series B Preferred Stock.

On April 19, 2024, the Company and Jefferson Street entered into an Exchange Agreement (the "Jefferson Street Exchange #2"), pursuant to which Jefferson Street exchanged approximately $153,000 of debt for 153 shares of the Company's Series B Preferred Stock. On August 8, 2024, the Company and Jefferson Street entered into an Amendment to Exchange Agreement (the "Amended Jefferson Street Exchange #2"), pursuant to which $30,000 of debt was excluded from the exchange provisions of the Jefferson Street Exchange #2.

The foregoing descriptions of the Jefferson Street Exchange #1, the Jefferson Street Exchange #2 and the Amended Jefferson Street Exchange #2 are qualified in their entireties by the full text of the Jefferson Street Exchange #1, the Jefferson Street Exchange #2 and the Amended Jefferson Street Exchange #2, which are filed as Exhibits 10.4, 10.5 and 10.6, respectively, to, and incorporated by reference in, this Current Report.

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Leonite Capital, LLC. On April 19, 2024, the Company and Leonite entered into an Exchange Agreement (the "Leonite Exchange #1"), pursuant to which Leonite exchanged $25,000 of debt for 25 shares of the Company's Series B Preferred Stock.

Effective April 19, 2024, the Company and Leonite entered into an Exchange Agreement (the "Leonite Exchange #2"), pursuant to which Leonite exchanged approximately $569,000 of debt for 569 shares of the Company's Series B Preferred Stock. On July 5, 2024, the Company and Leonite entered into an Amendment to Exchange Agreement (the "Amended Leonite Exchange #2"), pursuant to which $35,000 of debt was excluded from the exchange provisions of the Leonite Exchange #2.

The foregoing descriptions of the Leonite Exchange #1, the Leonite Exchange #2 and the Amended Leonite Exchange #2 are qualified in their entireties by the full text of the Leonite Exchange #1, the Leonite Exchange #2 and the Amended Leonite Exchange #2, which are filed as Exhibits 10.7, 10.8 and 10.9, respectively, to, and incorporated by reference in, this Current Report.

MetroSpaces, Inc. On August 11, 2024, the Company and MetroSpaces, Inc. ("MetroSpaces") entered into an Exchange Agreement (the "MetroSpaces Exchange"), pursuant to which MetroSpaces exchanged approximatley $50,000 of debt for 50 shares of the Company's Series B Preferred Stock. On August 11, 2024, the Company and MetroSpaces entered into an Amendment to Exchange Agreement (the "Amended MetroSpaces Exchange"), pursuant to which $30,000 of debt was excluded from the exchange provisions of the MetroSpaces Exchange.

The foregoing descriptions of the MetroSpace Exchange and the Amended MetroSpace Exchange are qualified in their entireties by the full text of the MetroSpace Exchange and the Amended MetroSpace Exchange, which are filed as Exhibits 10.10 and 10.11, respectively, to, and incorporated by reference in, this Current Report.

Mainstar Trust Custodian. On April 18, 2024, the Company and Mainstar Trust Custodian FBO Chris Chumas ("Chumas") entered into an Exchange Agreement (the "Chumas Exchange"), pursuant to which Chumas exchanged approximately $100,000 of debt for 100 shares of the Company's Series B Preferred Stock.

The foregoing description of the Chumas Exchange is qualified in its entirety by the full text of the Chumas Exchange, which is filed as Exhibit 10.12 to, and incorporated by reference in, this Current Report.

William Alessi. On April 14, 2024, the Company and William Alessi ("Alessi") entered into an Exchange Agreement (the "Alessi Exchange"), pursuant to which Alessi exchanged approximately $200,000 of debt for 200 shares of the Company's Series B Preferred Stock. On August 11, 2024, the Company and Alessi entered into an Amendment to Exchange Agreement (the "Amended Alessi Exchange"), pursuant to which $35,000 of debt was excluded from the exchange provisions of the Alessi Exchange.

The foregoing descriptions of the Alessi Exchange and the Amended Alessi Exchange are qualified in their entireties by the full text of the Alessi Exchange, which is filed as Exhibit 10.13, respectively, to, and incorporated by reference in, this Current Report.

JanBella Group, LLC. On April 18, 2024, the Company and JanBella Group, LLC ("JanBella") entered into an Exchange Agreement (the "JanBella Exchange"), pursuant to which JanBella exchanged approximately $11,000 of debt for 110 shares of the Company's Series B Preferred Stock. On August 11, 2024, the Company and JanBella entered into an Amendment to Exchange Agreement (the "Amended JanBella Exchange"), pursuant to which $35,000 of debt was excluded from the exchange provisions of the JanBella Exchange.

The foregoing descriptions of the JanBella Exchange and the Amended JanBella Exchange are qualified in their entireties by the full text of the JanBella Exchange and the Amended JanBella Exchange, which are filed as Exhibits 10.14 and 10.16, respectively, to, and incorporated by reference in, this Current Report.

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Sales Agreement

On July 1, 2024, the Company entered into a letter agreement (the "Apokar Agreement") with Apokar Investment Group, LLC ("Apokar"), pursuant to which Apokar is to provide support services related to the sale and distribution of the Company's Diamond Creek alkaline water products.

Under the Apokar Agreement, the Company is obligated to make the following payments to Apokar: $10,000 on July 5, 2024; $15,000 on August 5, 2024; $15,000 on September 5, 2024; $10,000 on October 5, 2024; $10,000 on November 5, 2024; and $10,000 on December 5, 2024. Further, the Company and Apokar have agreed to reach terms on Apokar's compensation for 2025 no later than December 1, 2024.

In addition, upon execution of the Apokar Agreement, Apokar is to be issued a 10% ownership (the "DCW Equity") in the Company's subsidiary, Diamond Creek Water, LLC ("DCW"). As DCW Upon the achievement of incremental annual sales goals up to $7,000,000, Apokar is to be issued up to an additional 40% of DCW Equity.

The foregoing description of the Apokar Agreement is qualified in its entirety by the full text of the Apokar Agreement, which is filed as Exhibit 10.1 to, and incorporated by reference in, this Current Report.

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