Item 3.02 - Unregistered Sales of Equity Securities

On January 7, 2020, the Company issued 500,000 restricted shares of Common Stock to Jack Ferraro upon the conversion of $25,000 of the unpaid principal owing under that certain Senior Secured Promissory Note dated June 11, 2018 (the "Note"). The shares were issued at a price of $0.05 per the terms of the Note.

No underwriters were used. The shares were issued pursuant to an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933. Mr. Ferraro is an "Accredited Investor" as defined under Rule 501 of Regulation D of the Act and has such knowledge and experience and possessed such information as it deemed necessary to make an informed investment decision.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On January 7, 2020, Richard Miller notified the Company of his resignation as a director and the Chief Financial Officer Company, effective February 7, 2020, in order to pursue other opportunities.

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