Item 3.02 Unregistered Sales of Equity Securities

On July 17, 2019, the Company entered into a stock purchase agreement with Justin Anderson and Stacey Anderson pursuant to which the Company agreed to purchase from them all of the outstanding capital stock of JAS Practice Management, Inc., a Texas corporation doing business as JAS Consulting, Inc. (“JAS”), and Center for Psychological Development, Inc., an Oklahoma corporation doing business as CPD Integrated Health Care (“CPD”). The purchase price consists of $1,000,000 plus 5,000,000 shares of a newly-created series of preferred stock to be designated as the Series A Preferred Stock, which will automatically be converted into common stock at such date as the closing price on the principal stock exchange or market on which the common stock is traded has a closing price equal to $2.00 per share (subject to adjustment in the event of stock splits, distribution, dividends, reverse splits and other similar recapitalizations).

The purchase is subject to the delivery by JAS and CPD of audited financial statements for the years ended December 31, 2018 and 2017 and unaudited financial statements for the three months ended March 31, 2019 and 2018, and the completion of the Company’s due diligence.

Justin Anderson is the Company’s chief operating officer and a director, and the Company presently has an agreement with JAS pursuant to which JAS is to provide the administrative services for any service agreement the Company has with medical practices for the use of the PC8B equipment.

JAS Consulting provides providing billing, coding, and consulting services to medical practices. CPD, through its physicians, offers primary care and outpatient behavioral health service in seven locations in Oklahoma and Texas..