Item 3.02 - Unregistered Sales of Equity Securities

On September 1, 2022, the Board of Directors and the Majority Shareholder resolved to issue 5,200,000 restricted, unregistered shares of the Company's common stock as follows: 2,500,000 common shares to William Coleman Smith; 100,000 common shares to Brian Scott Hale; and 100,000 common shares to William Procanik for services rendered during the first two quarters of 2022.

Additionally, the Board of Directors and the Majority Shareholder also resolved to issue 2,500,000 restricted, unregistered shares of the Company's common stock to William Coleman Smith at $0.03 per share for total value of $75,000 in partial conversion of amounts due and payable under a Consolidated Promissory Note originally issued to Mr. Smith on December 31, 2020.

A full copy of the Board Resolution and the Promissory Note are filed herewith as exhibits to this Form 8-K.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The foregoing description of the share-based compensation issued to each of William Coleman Smith, Brian Scott Hale and William Procanik as set out in Item 3.02 above is incorporated herein.

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