UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): January 24, 2019

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:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

ITEM 3.02—UNREGISTERED SALES OF EQUITY SECURITIES

On January 17, 2019, we and H.E. Capital S.A. agreed to convert $27,000 of the debt from the Line of Credit Note dated December 3, 2010 into 10,000,000 unrestricted shares of our common stock, using a conversion price of $0.0027 per share.

On January 24, 2019, we and Gary DeLaurentiis agreed to convert $45,000 of his accrued, but unpaid compensation into 45,000,000 restricted shares of our common stock, using a conversion price of $0.001 per share.

No general solicitation was used in the above securities transactions. These securities were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder as not involving any public offering.

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.