Unregistered Sales of Equity

On September 7, 2017, our board of directors approved an offer from six individuals and an entity to purchase eight million (8,000,000) restricted shares of Company common stock (the


). The Shares were all purchased at the price of $0.01 per Share. The Shares were issued on October 2, 2017.

The Shares of our restricted common stock were issued pursuant to an exemption from registration in Section 4(a)(2) of the Securities Act of 1933. These Shares of our common stock qualified for exemption under Section 4(a)(2) of the Securities Act of 1933 since the issuance of Shares by us did not involve a public offering. The offering was not a

public offering

as defined in Section 4(a)(2) due to the insubstantial number of persons involved in the de al, size of the offering, manner of the offering and number of Shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, these shareholders had necessary investment intent as required by Section 4(a)(2) since they agreed to receive share certificates bearing a legend stating that such Shares are restricted pursuant to Rule 144 of the 1933 Act. This restriction ensures that these Shares would not be immediately redistributed into the market and therefore not be part of a

public offering.

The shareholders are all

sophisticated investors.

Based on an analysis of the above factors, we believe we have met the requirements to qualify for exemption under section 4(a)(2) of the Securities Act of 1933 for this transaction.

Section 8

Other Events

Item 8.01 Other Events.

On March 14, 2017, the Company executed a Convertible Promissory Note (the


) in favor of Power Up Lending Group LTD, a Virginia corporation (

Power Up

). The principal amount of the Note was US$53,000.00. On September 8, 2017, the Company tendered the sum of $75,945.37 to Power Up to pay-off and cancel the Note.


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.


Dated: October 2, 2017


Dr. Ruggero M. Santilli

Dr. Ruggero M. Santilli

Chief Executive Officer


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