Item 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT

On August 18, 2022, GS Capital Partners, LLC agreed to forgive certain convertible promissory notes issued by the Registrant. Specifically, convertible promissory notes in the following principal amounts and executed on the following dates were forgiven in their entirety, and all associated notes, pledge agreements and security agreements are terminated: (i) a $60,000 convertible promissory note dated January 30, 2020, (ii) a $195,000 convertible promissory note dated February 5, 2021, (iii) a $262,000 convertible promissory note dated February 18, 2022, (iv) a $262,000 convertible promissory note dated March 11, 2022 and (v) a $262,000 convertible promissory note dated March 30, 2022, (v) a $262,000 convertible promissory note dated April 13, 2022, (vi) a $262,000 convertible promissory note dated April 29, 2022, (vii) a $330,000 convertible promissory note dated May 24, 2022, (viii) two $600,000 promissory notes dated May 24, 2022, each secured by a different asset; (ix) a $113,335 promissory note dated June 23, 2022, (x) a $91,750 promissory note dated July 11, 2022, (xi) a $124,125 promissory note dated July 21, 2022, and (xii) a $124,125 promissory note dated August 4, 2022. In total, debt in the principal amount of $3,548,335 owed by the Registrant was forgiven by GS Capital Partners, LLC. As a result, the Registrant has no outstanding convertible promissory notes issued to GS Capital Partners, LLC or any other financial lender.

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