Item 1.01 Entry into a Material Definitive Agreement

As previously reported in a Form 8-K filed on May 6, 2022, the Company issued 78,000 shares of Series B Preferred Stock for cash proceeds totaling $75,000, net for $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.

On December 6, 2022, 28,000 shares of Series B Preferred Stock plus accrued interest were converted by the holder into 12,366,667 shares of common stock of the Company. To date a total of 78,000 shares of the Series B Preferred Stock have been converted by the Holder.

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