Item 1.01 Entry into a Material Definitive Agreement

On September 22, 2021, the Company issued 66,000 shares of Series B Preferred Stock for cash proceeds totaling $78,000, net of $3,000 in legal fees. Each share of the Series B Preferred Stock has a stated value of $1.00 per share ("Stated Value") and carries an annual dividend rate of 12%, which shall be cumulative and payable solely upon redemption, liquidation or conversion. The Company has the right to redeem all or any portion of the Stated Value plus any accrued dividends of the Series B Preferred Stock within 180 days following the day of issuance. The purchaser of the Series B Preferred Stock has the right from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of issuance, to convert all or any part of the outstanding shares of the Series B Preferred Stock into fully paid and non-assessable shares of common stock of the company. The conversion price shall equal 61% multiplied by the lowest closing bid price of the Company's common stock during the twenty (20) trading day period ending on the latest complete trading day of the Company's common stock prior to the date of conversion.

On August 30, 2021, the Company issued 110,000 shares of Series B Preferred Stock for cash proceeds totaling $128,000, net of $3,000 in legal fees. Each share of the Series B Preferred Stock has a stated value of $1.00 per share ("Stated Value") and carries an annual dividend rate of 12%, which shall be cumulative and payable solely upon redemption, liquidation or conversion. The Company has the right to redeem all or any portion of the Stated Value plus any accrued dividends of the Series B Preferred Stock within 180 days following the day of issuance. The purchaser of the Series B Preferred Stock has the right from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of issuance, to convert all or any part of the outstanding shares of the Series B Preferred Stock into fully paid and non-assessable shares of common stock of the company. The conversion price shall equal 61% multiplied by the lowest closing bid price of the Company's common stock during the twenty (20) trading day period ending on the latest complete trading day of the Company's common stock prior to the date of conversion.

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