Item 3.02 Unregistered Sales of Equity Securities.

Since December 2014, the Company has issued 500,000 shares of its Series B Convertible Preferred Stock for proceeds of $100,000 to three (3) accredited investors having a stated value of $100,000.00 and has agreed to issue 2,965,000 additional shares to two (2) additional accredited investors for proceeds of $593,000. The Company has also issued a warrant agreement for up to an aggregate of 8,750,000 shares of its Series B Convertible Preferred Stock at an exercise price of $0.20 cents per share (which shares of Series B Preferred stock are convertible to the Company’s common stock at $0.02 cents per share) to an accredited investor. A copy of the agreement is attached hereto as Exhibit 10.3.

On January 2, 2015, the Company also entered into a six month consulting agreement with Mighty Joe Marketing, the terms of which are attached hereto to this 8-K as Exhibit 10.1 and a five month consulting agreement with Pat Guadagno, the terms of which are attached hereto as Exhibit 10.2.

The securities issued and sold to accredited investors as described above were issued pursuant to Section 4(a)(2) of the Securities Act. The holders represented their intention to acquire the securities for investment only and not with a view towards distribution. The holders were given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.

The purpose for issuance of the new Preferred Stock is to raise capital for the paying down of derivative debt and for general working capital purposes.