Item 1.01 - Entry into a Material Definitive Agreement.

Effective May 6, 2022, the Registrant signed an Equity Line Purchase Agreement ("Agreement") whereby subject to the terms and conditions set forth in this Agreement, the Registrant will sell to the Investor up to Ten Million Dollars ($10,000,000) or Four Hundred Million (400,000,000) shares of registered common stock, $0.001 par value per share (the "Common Stock").

Subject to the satisfaction of all of the conditions set forth in the Agreement, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Purchase Notice from time to time, to purchase a minimum of twenty thousand dollars ($20,000) and up to a maximum of; (i) two hundred fifty thousand dollars ($250,000), or (ii) one hundred and fifty percent (150%) of the average daily volume traded for the Common Stock during the relevant Valuation Period (subject to adjustments for stock splits, dividends, and similar occurrences), subject to the Available Amount. The Valuation Period is the ten (10) consecutive Business Days immediately preceding, but not including the date a Purchase Notice is delivered. The maturity date of the Agreement is November 6, 2022.

The right of the Registrant to commence sales of the Common Stock is subject to the satisfaction that a Registration Statement shall have been declared and remain effective by and with the Securities and Exchange Commission ("SEC"), and no stop order with respect to the Registration Statement shall be pending or threatened by the SEC.

The Purchase Price is 75% of the lowest traded price of the Common Stock during the Valuation Period. Following an up-list of the Common Stock on The Nasdaq Stock Market or an equivalent national exchange, the Purchase Price shall be set at eighty percent (80%) of the lowest traded price of the Company's Common Stock during the Valuation Period, subject to a floor of $0.01, per share (subject to adjustments for stock splits, dividends, and similar occurrences).

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits

The following exhibit is furnished herewith:





  10.7     Equity Line Purchase Agreement dated May 6, 2022
  99.1     Press Release issued by the Registrant on May 10, 2022





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