Item 3.02. Unregistered Sales of Equity Securities

Commencing in April and continuing through May, 2012, a number of equity investments have been accepted by the Company from accredited investors, to date totaling $410,000, resulting in the issuance of an additional 390,000,000 shares of the Company's common stock. Based upon the total investment amounts subscribed for, certain investors are entitled to warrants allowing them the right to purchase additional shares from the Company, in the future, at $0.003 per share, up to a maximum total of $600,000 in cumulative warrant exercises.

Several of the Company's larger creditors also converted their debts to common stock, effective May 31, 2012, such that $729,041 of debt was converted into 231,681,832 shares.

The total number of shares issued and outstanding as of June 1, 2012, is 1,449,759,050.