Item 3.02 Unregistered Sales of Equity Securities

On December 27, 2019, we issued and delivered convertible promissory notes in the aggregate principal amount as follows:





Name                                     Dollar Amount

Maple Resources Corporation ("Maple")   $        11,000
BNL Family Trust ("BNL")                         11,000
Nabil Katabi                                     10,000
Non-affiliate                                    10,000

Maple and BNL are affiliates of Jack Hanks (CEO and director) and Bruce Lemons (director), respectively. Mr. Katabi is an existing holder of more than 5% of the Company's equity securities. The holders have all provided working capital and/or consulting services to the Company and agreed to accept the notes in lieu of cash payment. Each of the holders immediately converted the unpaid principal balance of the newly issued notes into shares of the Company's common stock at a conversion price of $.0000011 (or 110% of the lowest price at which shares of the common stock have been issued by the Company during the twenty trading days prior to the date of conversion) as follows:

Name                                    Number of Shares

Maple Resources Corporation ("Maple")      10,000,000,000
BNL Family Trust ("BNL")                   10,000,000,000
Nabil Katabi                                9,090,909,091
Non-affiliate                               9,090,909,091

The Company has outstanding convertible notes which require us to create a reserve out of our authorized common stock generally equal to a multiple of four to six times the number of shares estimated to be issued upon the conversion of such notes. Although we have a substantial number of authorized and unissued shares and are in process of increasing our authorized shares of common stock to 37 billion shares, our reserves of available authorized shares for conversion of outstanding convertible notes have been inadequate as a result of the continued low trading price of our common stock and the anti-dilution provisions of the convertible notes. Accordingly, the persons listed above have agreed to defer the receipt of their issued shares until the holders of convertible notes have released the reserves of available authorized shares or such notes have been retired or converted, whichever is earlier.

The issuances described in this Item 3.02 are exempt from registration pursuant to the exemption provided by Section 4(2) of the Securities Act of 1933.






2

© Edgar Online, source Glimpses