ITEM 7.01 REGULATION FD DISCLOSURE

The following sets forth the information required by Item 701 of Regulation S-K with respect to the unregistered sales of equity securities by the Company:

1a. Effective February 1, 2021, the Company sold an aggregate of $97,500 of its common stock at a purchase price of $.03 per share for a total of 3,250,000 shares pursuant its 2020 Private Common Stock Offering.

b. The shares issued under 1(a) above were issued to four (4) individuals and one (1) entity each of whom qualifies as an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act of 1933 as amended (the "Securities Act"). The shares issued will be "restricted securities" under the Securities Act of 1933, as amended and the certificate evidencing same bears the Company's customary restrictive legend.

c. The Company paid no fees or commissions in connection with the issuance of the shares.

d. The securities issued under 1(a) above were issued without registration under the Securities Act in reliance upon an exemption from the registration requirements of the Securities Act set forth in Section 4(2) thereunder.





e.    Not applicable



f.    Not applicable.

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