UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) off The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 13, 2017

(216) 916-9303

Registrant's telephone number

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Item 5.03 Amendments to Articles of Incorporation or Bylaws, Change in Fiscal Year.

On January 13, 2017, the Company filed a Certificate of Amendment with the Nevada Secretary of State to increase the Company’s authorized shares of common stock to 2,000,000,000 shares ($0.001 par value) and to authorize up to 1,000,000 shares of blank check preferred stock ($0.001 par value). On January 17, 2017, pursuant to a resolution approved by the Company’s Board of Directors, the Company filed a Certificate of Designation with the Nevada Secretary of State designating up to 1,000,000 shares of Series A Preferred Stock. The Series A Preferred Stock has 2,000 votes per share and is convertible into shares of the Company’s common stock at a conversion ratio of 2,000 shares of common stock for each share of preferred stock. The Series A Preferred Stock has a liquidation preference equal to the original issue price. This description of the Series A Preferred Stock is qualified in its entirety by reference to the actual provisions of the Certificate of Designation.

Item 8.01 Other Events.

On January 18, 2017, the Board of Directors issued 1,000,000 shares of Series A Preferred Stock to Flex Mining, Ltd., in respect of sums owed in lieu of exploration expenses incurred.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.