Item 3.02 Unregistered Sale of Equity Securities.

On January 29, 2020 the Company issued shares of its common stock to the persons, in the amounts and for the consideration shown below.





Name              Shares      Consideration

William Alessi    7,000,000   Partial conversion of promissory note in the principal
                              amount of $7,000:

Chris P. Chumas   7,000,000   Partial conversion of promissory note in the principal
                              amount of $7,000

The Company relied upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933 in connection with issuance of these securities. The persons who acquired these securities were sophisticated investors and were provided full information regarding the Company's business and operations. There was no general solicitation in connection with the offer or sale of these securities. The persons who acquired these securities acquired them for their own accounts. The certificates representing these securities will bear a restricted legend providing that they cannot be sold except pursuant to an effective registration statement or an exemption from registration. No commission was paid to any person in connection with the issuance of these securities.






2

© Edgar Online, source Glimpses