ITEM 3.02-UNREGISTERED SALES OF EQUITY SECURITIES

From January 1, 2023, to May 31, 2023, the Company issued 722 shares of the Series D Convertible Preferred Shares to approximately 40 accredited investors. Of these, 191 Series D Convertible Preferred Shares were issued for cash of $382,000 and the remaining 531 Series D Convertible Preferred Shares were issued when loans of $1,059,420.29 were converted from debt to equity.

These transactions were undertaken in reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b), as promulgated thereunder by the U.S. Securities and Exchange Commission.




       ITEM 5.02-DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF

            DIRECTORS; APPOINTMET OF CERTAIN OFFICERS; COMPENSATORY

                        ARRANGEMENTS OF CERTAIN OFFICERS

On June 6, 2023, the board of directors agreed to increase compensation for the Company's officers by 25% and to begin paying compensation of $40,000 a year to the Company's directors for their service on the board. The following table sets forth the dollar value of all cash and noncash compensation earned by the Principal Executive Officer. Prior to the resolution to increase the compensation, the rest of the board of directors had served without compensation. All officer and director compensation will be accrued but unpaid, as it has been since 2015:





                                                 Non-Equity
                                                 Incentive   Non-Qualified
 Name and   FYE                   Stock             Plan       Deferred     All Other
 Principal  Dec                   Awards Option Compensation Compensation  Compensation
 Position    31  Salary $ Bonus $   $    Awards      $        Earnings $        $       Total $
Jeremy P.   2022 $388,220   --      --     --        --           --            --      $388,220
Feakins
Jeremy P.   2023 $485,275   --      --     --        --           --            --      $485,275
Feakins

ITEM 5.03-AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL


                                      YEAR

On June 6, 2023, the board of directors agreed to amend the Certificate of Designation to authorize an additional 400 Series D Convertible Preferred Shares. On June 9, 2023, the Series D Convertible Preferred Stockholders approved that increase by majority written consent and the amendment was filed with the Nevada Secretary of State on June 12, 2023.




                  ITEM 9.01-FINANCIAL STATEMENTS AND EXHIBITS

The following is filed as an exhibit to this report:





Exhibit
Number*                        Title of Document                          Location
 Item 3    Articles of Incorporation and Bylaws
  3.08       Certificate of Amendment to Designation (Series D          This filing.
           Convertible Preferred Stock) filed June 12, 2023

_______________



*   All exhibits are numbered with the number preceding the decimal indicating
    the applicable SEC reference number in Item 601 and the number following the
    decimal indicating the sequence of the particular document. Omitted numbers
    in the sequence refer to documents previously filed as an exhibit.





2

© Edgar Online, source Glimpses