Item 3.02 Unregistered Sales of Equity Securities.
On October 7, 2021 our Board of Directors approved the issuance of the following
shares of our Common Stock (the "Subject Shares"): (1) 2,532,000,000 Subject
Shares to John Cecil; (2) 610,000,000 Subject Shares to Lloyd Chiotti; (3)
1,284,000,000 Subject Shares to Rajni Kassett; (4) 136,000,000 Subject Shares to
Samuel R. Baker; (5) 282,000,000 Subject Shares to Samuel Pyo; and 361,000,000
Subject Shares to John Peter Maria Soosai.
All of the Subject Shares were issued with a restricted securities legend
pursuant to the claim of exemption provided by Section 4(a)(1) of the Securities
Act of 1933, as amended (the "1933 Act"). We did not incur any fees to any
FINRA-registered broker-dealer or any other person in connection with the
issuance of the Subject Shares.
Each person who is to receive any of the Subject Shares duly executed a
subscription agreement confirming that: (1) they understood that the Subject
Shares are restricted securities; (2) they were acquiring the Subject Shares for
investment purposes only and not with a view to any re-sale or distribution; (3)
they received and reviewed certain of the Company's periodic reports as filed
with the Securities and Exchange Commission and that they had a sufficient
opportunity to ask questions of the Company's management regarding the Company's
corporate and financial affairs and the Company's prospects and to receive
answers to all said questions that allowed them to make an informed investment
We did not use or employ any FINRA-registered broker-dealer in connection with
the issuance of the Subject Shares and we do not anticipate incurring any fees
or commissions payable to any third party in connection with the issuance of the
The reader of this Form 8-K is reminded that they will need to review and
evaluate the risks and uncertainties that are listed and presented in Item 1A of
our 2020 Annual Report on Form 10-K. We are a small public company with limited
financial and managerial resources and any person who acquires our Common Stock,
our Preferred Stock, or any debt instrument that we have issued should
understand that our securities are "HIGH RISK" investments suitable only for
those persons who can accept the total loss of their investment.
In addition, any person who acquires or seeks to acquire our Common Stock should
know that on March 24, 2001 we were informed that the Securities and Exchange
Commission, pursuant to Section 12(k) of the Securities Exchange Act of 1934, as
amended, suspended trading of our Common Stock for a period from 9:30 A.M., EDT
on March 24, 2021 through 11:59 P.M. on April 7, 2021.
We are disappointed by this trading suspension and while we are hopeful that we
may be able to resolve any matters that resulted in the trading suspension, we
have not yet had any discussions with the staff at the Securities and Exchange
Commission that would allow us to accurately understand all of their concerns.
In that light we cannot assure you that we will successfully resolve their
concerns or whether we can regain the tradability of our Common Stock either
within the ten (10) day suspension period or if ever.
We are a small company and due to our state of insolvency, we may not be able to
undertake and obtain the funds needed to undertake the necessary and customary
steps needed to successfully regain tradability of our Common Stock. For these
and other reasons, any person who acquires our Common Stock, our Preferred
Stock, or any of our debt instruments should be prepared to lose their entire
As we have said previously, our stockholders are reminded that our business
strategy involves significant risks and uncertainties over which we have little
or no control. These risks and uncertainties are far higher today given the
current uncertain environment of the COVID-19 and the global pandemic and we do
not anticipate that these risks and uncertainties will decline in any material
respect at any time in the foreseeable future.
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