Series B Preferred Stock

On October 1, 2009, the Company entered into a conversion agreement with John Antonio ("Antonio") and Kenneth McCoppen ("McCoppen"), both executive officers and directors of the Company, pursuant to which the Company agreed to convert $50,000 in outstanding wages owed to each McCoppen and Antonio into a total of 100,000 shares of Series B Preferred Stock.

The above transactions were approved by the Board of Directors of the Company. The Series B Preferred Stock does not pay dividends but each holder of Series B Preferred Stock shall be entitled to 100 votes for each share of common stock that the Series B Preferred Stock shall be convertible into. The Series B Preferred Stock has a conversion price of $0.001 (the "Conversion Price") and a stated value of $1.00 (the "Stated Value"). Each share of Series B Preferred Stock is convertible, at the option of the holder, into such number of shares of common stock of the Company as determined by dividing the Stated Value by the Conversion Price. The Series B Preferred Stock has no liquidation preference.

The issuance of the Series B Preferred Stock was made in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933 and Rule 506 promulgated under Regulation D thereunder. The holders of Series B Preferred Stock are accredited investors as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933.

Increase to Authorized

On October 2, 2009, the Company amended its certificate of incorporation to increase its authorized shares of common stock from 10,000,000,000 to 20,000,000,000 (the "Increase Amendment"). The Increase Amendment was approved by the board of directors as well as the shareholders holding a majority of the issued and outstanding voting shares of the Company.

The foregoing information is a summary of each of the agreements involved in the transactions described above, is not complete, and is qualified in its entirety by reference to the full text of those agreements, each of which is attached an exhibit to this Current Report on Form 8-K. Readers should review those agreements for a complete understanding of the terms and conditions associated with this transaction.

(c) Exhibits.

Exhibit
Number    Description

3.1       Certificate of Amendment to the Certificate of Incorporation

3.2       Certificate of Designation - Series B Preferred Stock

10.1      Conversion Agreement between the Company and John Antonio

10.2      Conversion Agreement between the Company and Ken McCoppen