The Company has agreed to issue an aggregate of 416,667 common shares (the “Shares”) at a deemed price of $0.06 per share to one creditor. The Shares for Debt is subject to regulatory approval, and once issued, a statutory hold period of four months + one day. The Debt is $94,500 and the creditor has agreed to a one time cash payment of $21,120.25 and $25,000 in shares to satisfy the Debt. The Company is not indebted to any other creditors who wish to settle shares for debt.