Item 3.02 - Unregistered Sales of Equity Securities

On July 27, 2022, the Company authorized the issuance of 480,000 shares Series C Preferred Stock at $.001 per share as follows:

120,000 Series C Preferred Shares - John Matthews, CEO/CFO

120,000 Series C Preferred Shares - Martin Doane, Director

120,000 Series C Preferred Shares - Facundo Bacardi, Director

120,000 Series C Preferred Share - Kathryn Weisbeck, Director of Public Relations/Marketing

The Series C Preferred Shares were issued on July 29, 2022

Item 5.01 - Changes in Control of Registrant

See 3.02 above

After the change of control, the percentage of voting securities of the registrant now beneficially owned directly by the above shareholders is as follows:

John Matthews, CEO/CFO - 13.85%

Martin Doane, Director - 13.41%

Facundo Bacardi, Director - 13.41%

Kathryn Weisbeck, Director of Public Relations/Marketing - 12.63%

The source of funds used by the above individuals was personal funds.

Item 5.03 Amendments to Articles of Incorporation or Bylaws

Pursuant to Board of Director minutes dated July 27, 2022, the Company filed a Certificate of Designation with the State of Delaware authorizing the creation of 750,000 Series C Preferred Stock with the following terms and rights:

A. Designation and Number. A series of the preferred stock, designation the "Series C Preferred Stock," $0.001 par value, is hereby established. The number of shares of the Series C Preferred Stock shall be Seven Hundred Fifty Thousand (750,000). The rights, preferences, privileges, and restrictions granted to and imposed on the Series C Preferred Stock are as set forth below.

B. Dividend Provisions. None

C. Conversion Rights. None

D. Preemptive Rights. None

E Voting Rights. Each share of Series C Preferred Stock shall entitle the holder thereof to cast 5,000 votes on all matters submitted to a vote of the stockholders of the Corporation.

Item 8.01 - Other Events

On July 27, 2022, the following individuals forgave a portion of the compensation due to them for services rendered.

John Matthews, CEO/CFO - forgave $35,000

Martin Doane, Director - forgave $35,000

Facundo Bacardi, Director - forgave $35,000

Kathryn Weisbeck, Director of Public Relations/Marketing - forgave $35,000




Item 9.01 - Exhibits

Exhibit 4.12 - Certificate of Designation for Series C Preferred Shares filed with the State of Delaware on July 29, 2022

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