Item 3.02 Unregistered Sales of Equity Securities.
On August 4, 2017, a shareholder verbally instructed the Registrant to put her shares
into a wallet that is on the Decentralized Exchange Market called the DEX. The wallet and DEX are on the Bitcoin blockchain. The
DEX operates peer to peer and no brokers or intermediaries are involved in transactions. Transactions, in this case, are exchanges
of the Registrant's shares for the Counterparty cryptocurrency XCP.
The shareholder previously sent to the Registrant certificate number 1797 which represents
2,000,000 shares issued on 11/25/2015, which were issued pursuant to a Registration A Offering on 08/20/2015. This certificate
was signed, notarized and sent to the Registrant, where it is being held. The shares have never been traded on any other market.
On July 28th, July 31st, August 1st and August 2nd of 2017 certain press releases were
issued by the president of the Registrant after meetings and authorization by the sole director of the Registrant.
These press release involved the cryptocurrency TROPTIONS, the mentioning of an Initial
Coin Offering "ICO", the mentioning of trading on a Decentralized or blockchain market called the DEX and over 60 additional
cryptocurrency coins in the pipeline that the Registrant is desirous to shepherd through the ICO process.
The SEC has determined that some cryptocurrencies that are presented to the public in
an ICO may be deemed securities and therefore would fall under the the purview of the SEC. The Registrant has stated in three of
the four press release that it will only be involved in ICO's that are fully compliant with the SEC.
The Registrant's usage of the phrase "fully compliant with the SEC" means that
it will only issue, consult with an issuer or promote an issuer of coins (cryptocurrencies) in an ICO, pursuant to a securities
registration or exemption from registration.
This is of course in reference to offerings that would be made to US citizens.
In regards to the securities of the Registrant trading or being tracked on the Decentralized
Exchange Market - DEX, which is on the Bitcoin blockchain, the state of Delaware, in which the Registrant is incorporated, has
passed a law allowing for eligible, legal shares to be traded on said blockchain and any blockchain.
The Registrant plans to retain the private keys of any restricted shares it may issue
in the future so that these shares cannot be acquired by non-accredited investors. The Registrant will only allow shares to be
entered upon the DEX that were obtained from a public offering that was properly registered or exempt from registration.
The Registrant has not used the DEX for a public offering and is involved, is so far
as to facilitate the transfer of shares to the duly authorized cryptocurrency wallet of shareholders that have removed their shares
from any and all other markets, have indisputible proof of ownership and have duly authorized the transfer of said shares to the
DEX.
Regarding the press release that described dividends, the Registrant is in the position
to pay out dividends in the cryptocurrency known as TROPTIONS since the Registrant has 50 million of them and due to the close
relationship with Troptions Corporation, the Registrant has a reasonable prospect of acquiring more TROPTIONS in the future.
The statement regarding the more than 60 ICO possibilities in the pipeline, was made
due to the fact that the president and sole director of the Registrant has sole control or is holding with partners over 60 Counterparty
cryptocurrency coin names on the Bitcoin blockchain. The Registrant intends to promote them via ICO's according to a securities
registration or exemption from registration.
Alternately, ICO's may instituted in other countries, that are not under the jurisdiction
of the United States and would therefore not be offered to US citizens.