Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant.

On November 22, 2020, the Company borrowed $500,000 from an unrelated third party. The loan is evidenced by a promissory note which bears interest at 8% per year and is due and payable on January 31, 2021.

At the option of the lender, the note principal and any accrued interest may be converted into shares of the Company's common stock. The number of shares of the Company's common stock which will be issued upon any conversion will be determined by dividing the amount to be converted by the lesser of $0.50 or 75% of the ten day average closing price of the Company's common stock immediately prior to the date of conversion.

Item 3.02. Unregistered Sales of Equity Securities.

In connection with the issuance of the note referenced in Item 2.03 of this report the Company relied upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933. The note was issued to a sophisticated investor who was provided full information regarding the Company's business and operations. There was no general solicitation in connection with the issuance of the note. No commission was paid to any person in connection with issuance of the note.

© Edgar Online, source Glimpses