Private Placement Form 8 K

Item 3.02 Unregistered Sales of Equity Securities

On September 10, 2024, we issued 15,260,000 shares of our common stock in a private placement at a purchase price of CDN $0.025 (USD $0.01825) raising gross proceeds of CDN $281,500 (USD $278,495). We have issued all of the shares to twenty-four (24) non-US persons (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.

On September 10, 2024, we issued 500,000 shares of our common stock in a private placement at a purchase price of USD $0.02 raising gross proceeds of USD $10,000. We have issued all of securities to one (1) U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933) relying upon Rule 506 of Regulation D of the Securities Act of 1933.

On September 10, 2024, we issued 100,000 shares of our common stock in a private placement at a purchase price of USD $0.025 raising gross proceeds of USD $2,500. We have issued all of securities to one (1) U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933) relying upon Rule 506 of Regulation D of the Securities Act of 1933.

On September 10, 2024, we issued 8,090,000 shares of our common stock pursuant to debt settlement agreements with twenty-two (22) individuals. The deemed price of the shares issued was CDN $0.025 (USD $0.01825) per share. We have issued all of the shares to twenty-two (22) non-US persons (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.

On September 26, 2024, we issued 200,000 shares of our common stock pursuant to a debt settlement agreement with one (1) individuals. The deemed price of the shares issued was CDN $0.025 (USD $0.01825) per share. We have issued all of the shares to one (1) non-US person (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.

On September 10, 2024, we issued 100,000 shares of our common stock pursuant to debt settlement agreements with two (2) individuals. The deemed price of the shares issued was USD $0.0.1825 per share. We have issued all of securities to two (2) U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933) relying upon Rule 506 of Regulation D of the Securities Act of 1933.