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.


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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 decision.

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 Subject Shares.





RISK FACTORS

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 investment.

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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