On October 1, 2009, Mathijs van Houweninge, Jeffrey Bennett, and A.L. Sid Overton were appointed directors of the Company as reported on Form 8-K filed on October 2, 2009.

On October 27, 2009, the Company entered into a Management Retention Agreement with Mathijs van Houweninge, Jeffrey Bennett, Jon Nicolaysen, and A.L. (Sid) Overton. Under these Agreements, Messrs. Van Houweninge, Bennett, Nicolaysen, and Overton receive an option to purchase 2,500,000 shares of the Company's Common Stock, $0.00001 par value, exercisable at $0.035 closing market price on the date of issuance. Ten (10%) percent of these options vest immediately, and ninety (90%) percent vest on November 1, 2010, or upon a change of control or if the Company enters a reorganization plan. The Agreements terminate after one (1) year unless the Company enters into an agreement for a change of control or enters into a reorganization plan, in which case the Management Retention Agreement will terminate thirty (30) days after the consummation and confirmation of such agreements.

On October 27, 2009, the Company issued Convertible Promissory Notes totaling $140,000. One hundred thousand dollars of these Notes are from officers and/or directors ($25,000 each from Jon Nicolaysen, Director, CEO and President; Mathijs van Houweninge, Director and Secretary/Treasurer; A.L. (Sid) Overton, Chairman of the Board and Director; and Jeff Bennett, Director). The Convertible Promissory Notes have an exercise price of $0.02 per share and a due date of November 1, 2010. Also on October 27, 2009, the Company issued options under Management Retention Agreements totaling 10,000,000 shares, as previously described above (2,500,000 shares each to Jon Nicolaysen, Director, CEO and President; Mathijs van Houweninge, Director and Secretary/Treasurer; A.L. (Sid) Overton, Chairman of the Board and Director; and Jeff Bennett, Director), exercisable at $0.035 per share.

On October 1, 2009, the Company entered into an Employment Agreement with Jon Nicolaysen regarding his appointment as CEO and President of the Company. Under the Employment Agreement, Mr. Nicolaysen will receive a base salary of $120,000. The Agreement may be terminated by either party upon fifteen days written notice.

On October 27, 2009, Jon Nicolaysen was appointed to the Board of Directors of the Company, effective immediately.

On October 27, 2009, the Company entered into a Management Retention Agreement, as described above, with Mathijs van Houweninge, Jeffrey Bennett, Jon Nicolaysen, and A.L. (Sid) Overton. Under these Agreements, Messrs. Van Houweninge, Bennett, Nicolaysen, and Overton received an option to purchase 2,500,000 shares of the Company's Common Stock, $0.00001 par value, exercisable at $0.035, closing market price on the date of issuance. The Agreements terminate after one (1) year unless the Company enters into an agreement for a change of control or enters into a reorganization plan, in which case the Management Retention Agreement will terminate thirty (30) days after the consummation and confirmation of such agreements.

         D. Exhibits:  10.1     Executive Employment Agreement (Nicolaysen)
                       10.2     Management Retention Agreement (Nicolaysen)
                       10.3     Management Retention Agreement (Overton)
                       10.4     Management Retention Agreement (van Houweninge)
                       10.5     Management Retention Agreement (Bennett)
                       10.6     Convertible Promissory Note (Nicolaysen)
                       10.7     Convertible Promissory Note (Overton)
                       10.8     Convertible Promissory Note (van Houweninge)
                       10.9     Convertible Promissory Note (Bennett)
                       10.10    Stock Option Agreement (Nicolaysen)*
                       10.11    Stock Option Agreement (Overton)*
                       10.12    Stock Option Agreement (Bennett)*
                       10.13    Stock Option Agreement (van Houweninge)*

* Previously filed.