ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES

On September 6, 2022 the Registrant's Board of Directors approved a grant of options to purchase up to 15,000,000 shares of the Registrant's common stock. The options were issued in compensation for the non-interest-bearing loans made by several of the Registrant's shareholders to the Registrant during the past twelve months, which exceeded $1,500,000 and which remain outstanding. By agreement among the lenders, the options were issued to Storm Funding, LLC.

The options may be exercised during the next three years to purchase shares of the common stock for $0.25 per share, although the holder may not at any time exercise the options to purchase a number of shares that, when combined with all shares owned by the holder and its affiliates, would exceed 4.99% of the Registrant's outstanding shares. Payment for the shares may be made in cash of by cashless exercise.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS






Exhibits

10-a Common Stock Purchase Warrant dated September 6, 2022 issued to Storm

Funding, LLC.

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