Washington, D.C. 20549



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

Date of Report (Date of earliest event reported):

June 4, 2011


(Exact name of registrant as specified in its charter)




(State of Incorporation)

(Commission File No.)

(Tax ID No.)

1685 H Street, #219

Blaine, WA  98230-5110

 (Address of principal executive offices)

Registrant’s Telephone Number, including area code:  (877) 208-6141

 (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below).

[ ]  Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)).

Section 3 – Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Securities

On June 4, 2010, the Company issued two convertible debentures to secure prior loans made to the Company.  One convertible debenture is for $66,300.00 (U.S.) (the “U.S.$ Debenture”) and the other is for $48,000.00 (CAD) (the “CAD$ Debenture”).  The term of each of the debentures is three (3) years and each debenture earns interest at 12% per annum, calculated and payable annually.  Each of the debentures permit the holder or holders at the time, at his/her/its option, during the terms of the debentures, to convert all or part of the debt represented by the debentures into common stock of the Company.  The Company is also permitted, at its option, to pay any accrued interest under either debenture in the form of common stock, at the same conversion rates that are permitted for the conversion of the debt by the holder or holders of the respective debentures. The Company also attached share purchase warrants to each of the debentures. The share purchase warrants grant the holder or holders of the debentures, over the term of the debentures, the right to purchase one share of common stock of the Company for each share purchase warrant at the same price permitted under the debentures for the conversion of the debt and interest into common shares of the Company.   

On June 4, 2011, the annual interest on the first year of the three year term of each of the US$ Debenture and the CAD $Debenture became due.  Pursuant to the terms of both debentures, the Company exercised its option to pay the interest then due by the issuance of shares.  As a result, 4,572,000 common shares of the Company were issued as restricted shares in satisfaction of the interest payable.  Immediately following the election by the Company to issue shares in payment of interest, the holders of the US$ Debenture and the CAD$ Debenture elected for the payment of the debt then due and owing thereunder in shares of the Company.  This resulted in a further 38,100,000 common shares of the Company being issued in satisfaction of the debt under both of the US$ Debenture and the CAD$ Debenture.  While the debt due under both of the debentures has now been extinguished, there are share purchase warrants which still exist and will be available for exercise until June 4, 2013.   



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.

/s/ Michael Upham

Michael Upham, President