Item 8.01 Other Events.

We intend to offer to exchange up to 8,000,000,000 (eight billion) common shares for up to 9,600,000 (9.6 million) shares of a new class of Series F Preferred stock. Under the plan, we intend to offer investors that exchange a minimum number of common shares an amount of Series F Preferred shares that equal 120% of the exchanged common shares in common stock equivalents (i.e., if the Series F Preferred converted into common stock). We plan to amend our Articles of Incorporation with the Secretary of State of California ("SOS of CA") to increase our authorized Preferred shares and to create this new class of Series F Preferred stock. We intend to establish the Series F Preferred shares with a 1-1,000 conversion ratio into common shares and an annual dividend per Series F Preferred share of $0.00005 that accrues whether or not they are declared by our Board of Directors in common shares, in kind, or in cash subject to terms that protect and benefit all classes of shareholders. We believe this planned exchange offer could reduce our common share float significantly depending on investor demand, thereby mitigating the ratio of or need for a reverse split of our common stock. There can be no assurance of the timing or completion of this planned exchange offer, as it may require a registration statement with the SEC.

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