Item 1.01 Entry into a Material Definitive Agreement

The Company currently has outstanding indebtedness pursuant to





  ? 11% Senior Secured Debentures issued to holders in October 2017 (the "2017
    Debentures");

  ? 11% Senior Secured Debentures issued to holders in October 2019 (the "2019
    Debentures"); and

  ? 11% Senior Secured Debentures issued to holders in February 2020 (the "2020
    Debentures")

On May 29, 2020, the Company entered into a Bridge Debenture Agreement with certain holders ("Additional Funding Lenders") of the foregoing debentures, pursuant to which the holders purchased $210,000 in principal amount of new 11% Senior Secured Convertible Debentures. The terms of the new debentures are on substantially the same terms as the Company's outstanding 2019 Debentures but (i) have a conversion price of $0.05 per share and (ii) are junior in priority to the 2017 Debentures and pari passu with the 2019 and 2020 Debentures. As additional consideration to the Additional Funding Lenders for providing the new financing, the Company has agreed to (i) adjust the conversion price of the 2017, 2019 and 2020 debentures held by the Additional Funding Lenders to $0.05 per share, (ii) adjusting the exercise prices of all existing Common Stock purchase warrants issued in connection to the 2017, 2019 and 2020 Debentures, held by the Additional Funding Lenders, to $0.05 per share and (iii) adjusting the base conversion price (floor) of those debentures shall be adjusted from $1.11 to $0.01 per share.

As compensation for its services in arranging the sale of the debentures, the Company shall pay to T.R. Winston & Company, LLC, a placement agent fee of $14,700 which was taken in kind.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 29, 2020, the board of directors appointed Mr. Charles "Duke" Runnels as a new director of the Company. Since 2004, Mr. Runnels has been President and CEO of FORT Properties, Inc., a private equity firm specializing in commercial real estate across the United States. FORT Properties purchases, finances, syndicates, and manages the properties acquired. During this period of time, FORT acquired over $500, 000,000 worth of properties across nine states. Mr. Runnels also was appointed Chairman of the Board of Collective Coworking Holdings Corp., a company operating in the flexible office space segment of real estate. Mr. Runnels was appointed President and CEO in 2020.





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On May 31, 2020, Charles Runnels was appointed as the principal executive, financial and accounting officer of the Company. Upon the failure of the merger with AFE to occur by the May 11, 2020 date, the expiration of the Company's director's and officers' insurance coverage and the significant cost of extending such insurance coverage, all of the current directors (Lorenzo Lamadrid, Robert Rigdon, Denis Slavich, Harry Rubin, Xu Ziwang and Robert Anderson) and current officers (Robert Rigdon, CEO; and David Hiscocks, Controller) resigned as of May 29, 2020. The significant change of board members is deemed to constitute a change of control of the Company.

The Company has entered, or is expected to enter, into consulting agreements with each of Messrs. Rigdon and Hiscocks to assist the Company on specified projects. Mr. Rigdon will receive $7,500 per month for such efforts. The consulting fee payable to Mr. Hiscocks is not yet determined.

Item 8.01 Other Events

The Company is updating its risk factor disclosures in its periodic filings to add the following risk factor:

Our common stock may be at risk of being de-listed from the OTCQB. We may not be able to remain in compliance with certain of the requirements for continued listing required by OTCQB. If we are unable to meet the listing requirements, our common stock may be de-listed by OTCQB. In such event, we would intend to take such actions in order that OTC Pink would offer quotations for the common stock.

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