Item 8.01 Other Events.
We intend to offer to exchange up to 8,000,000,000 (eight billion) common shares
for up to 9,600,000 (9.6 million) shares of a new class of Series F Preferred
stock. Under the plan, we intend to offer investors that exchange a minimum
number of common shares an amount of Series F Preferred shares that equal 120%
of the exchanged common shares in common stock equivalents (i.e., if the Series
F Preferred converted into common stock). We plan to amend our Articles of
Incorporation with the Secretary of State of California ("SOS of CA") to
increase our authorized Preferred shares and to create this new class of Series
F Preferred stock. We intend to establish the Series F Preferred shares with a
1-1,000 conversion ratio into common shares and an annual dividend per Series F
Preferred share of $0.0005 that accrues whether or not they are declared by our
Board of Directors in common shares, in kind, or in cash subject to terms that
protect and benefit all classes of shareholders. We believe this planned
exchange offer could reduce our common share float significantly depending on
investor demand, thereby mitigating the ratio of or need for a reverse split of
our common stock. There can be no assurance of the timing or completion of this
planned exchange offer, as it may require a registration statement with the SEC.
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