Item 3.02 Unregistered Sales of Equity Securities

Between September 28, 2022 and October 6, 2022, the Registrant issued an aggregate of 4,462,837 shares of common stock to a lender that held a Convertible Note. The lender converted approximately $35,000 of principal, penalties and interest into the 4,462,837 shares of common stock and immediately began liquidating such shares on the market, mostly at the Bid side of the market, which resulted in significant share price degradation.

On October 10, 2022, the Registrant paid off the remaining balance of the Convertible Note, including principal, penalties and interest, in an effort to fend off further conversions of the Convertible Note in order to prevent further diminution in the share price of our common stock.

The Registrant does not have any convertible debt outstanding.

The above shares were issued in reliance on the exemption from registration under Section 4.(a)(2) of the Securities Act of 1933, as amended.

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