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Re: jhnvtjll post# 8180

Wednesday, 01/31/2018 9:03:38 PM

Wednesday, January 31, 2018 9:03:38 PM

Post# of 47899

Pursuant to the Blair Agreement, effective December 19, 2017, we issued 2,000,000 shares of our restricted common stock to Robert A. Blair .Pursuant to the Neal Agreement, effective January 1, 2018 we will issue 50,500,000 shares of our restricted common stock to Brian Neal. The shares were issued or will be issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

Effective December 19,2017 Lawrence Roan, a director, converted $39,935 of the $41,500 in debt owed to him by us, into 3,993,500 shares of our common stock at a conversion price of $0.01 per share and forgave the balance of the debt, including all accrued interest due thereon. He also forgave all interest accrued on the converted amount. Effective December 19, 2017 Lesly Thompson converted $54,000 of the $55,500 in debt owed to her by us, into 5,400,000 shares of our common stock at a conversion price of $0.01 per share and forgave all interest accrued on the converted amount.. The shares issued upon these debt conversions were issued in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended.

Effective December 19,2017 we issued 1,000,000 stock options to Howard Fuller ,1,000,000 stock options to an employee and 4,946,688 stock options to Robert Gayman pursuant to the Gayman Agreement. All of the options vested on issuance, have a term of 5 years and an exercise price of $0.01 per share. The options were issued in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended.

Effective December 19, 2017 we issued 500,000 shares of our common stock to our securities counsel. The shares were issued in reliance on Section 4(a)(2) of the Securities Act of 1933 as amended.