Item 1.01 Entry into a Material Definitive Agreement.

On January 24, 2023, we entered into a Securities Purchase Agreement for the sale of convertible notes in the aggregate principal amount of $388,888, and warrants to acquire 7,421,544 shares of our common stock at an exercise price of $0.04716 per share, to two investors. The Notes contained an original issue discount of 10%, and thus the proceeds to us was $350,000. The Notes do not bear interest unless we are in default, have a maturity date of October 24, 2023, and all amounts are payable on the maturity date. The Notes are convertible into our common stock at the election of the holder at means ninety percent (90%) of the lowest VWAP of our common stock for the five (5) consecutive Trading Days immediately preceding the date of the issuance of a Conversion Election.




Item 3.02  Unregistered Sales of Equity Securities.

See disclosure in Item 1.01, above.

The issuances were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, there was no solicitation involved in the offerings, and the parties were either sophisticated or accredited.

Item 9.01Financial Statements and Exhibits.





(d)Exhibits



Exhibit No.   Name and/or Identification of Exhibit

10.1            Securities Purchase Agreement dated January 24, 2023

10.2            10% OID Promissory Note dated January 24, 2023

10.3            Common Stock Purchase Warrant dated January 24, 2023

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