Item 1.01 Entry into a Material Definitive Agreement.

Securities Purchase Agreement. Effective January 14, 2021, we entered into a securities purchase agreement (the "SPA") with Power Up Lending Group Ltd. ("PUL"), pursuant to which PUL purchased a $55,500 face amount convertible promissory note that bears interest at 12% per annum, with principal and interest due January 14, 2022. We have the right to repay such convertible promissory note at a premium ranging from 125% to 145% of the face amount. Such convertible promissory note may be converted into shares of our common stock at a conversion price equal to the lower of 61% of the market price of our common stock on the date of issuance of such convertible promissory note and the date of conversion, any time after July 14, 2021. The proceeds obtained were used to pay operating expenses.

Item 3.02 Unregistered Sales of Equity Securities.

(a) Securities Sold. Effective January 14, 2020, we issued a $55,500 face amount convertible promissory note to PUL, which convertible promissory note bears interest at 12% per annum, with principal and interest due January 14, 2022. We have the right to repay such convertible promissory note at a premium ranging from 125% to 145% of the face amount. (b) Underwriter or Other Purchasers. Such convertible promissory note was issued to Power Up Lending Group Ltd. (c) Consideration. Such convertible promissory note was issued in consideration of a cash loan of $55,500. (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(a)(2) thereof. (e) Terms of Conversion or Exercise. Such convertible promissory note may be converted into shares of our common stock at a conversion price equal to the lower of 61% of the market price of our common stock on the date of issuance of such convertible promissory note and the date of conversion, any time after July 14, 2021.

Item 9.01 Financial Statements and Exhibits.





Exhibit No.   Description

  4.1           12% Convertible Promissory Note in favor of Power Up Lending Group
              Ltd.

  10.1          Securities Purchase Agreement between Registrant and Power Up
              Lending Group Ltd.





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