From October 1, 2021, through November 10, 2021, the Company issued an aggregate of $105,000 in convertible promissory notes and warrants to purchase an aggregate of 3,483,331 shares of common stock in a private placement. The Company received proceeds of $95,000, which funds are used for general corporate purposes and working capital.

The convertible notes are due twelve months from their respective issuance dates, are non-interest bearing, and were issued at a 10% discount to the face amount of the note. 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 when due, the balance 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.

The warrants are exercisable into shares of the Company’s common stock for a term of one year 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.