ITEM 1.01 ENTRY INTO A MATERIAL DEFINTIVE AGREEMENT

Promissory Note and Securities Purchase Agreement with Tysadco Partners, LLC

On July 1, 2022, we entered into a 10% Promissory Note (the "Note") attached hereto as Exhibit 10.1 (and related July 1, 2022 Securities Purchase Agreement attached hereto as Exhibit 10.2) with Tysadco Partners, LLC, a New York Limited Liability Company, for the Principal Amount of $50,000, an Original Issue Discount of $5,000, a Maturity Date of July 1, 2023, and a conversion rate of 80% multiplied by the lowest VWAP for our Common Stock during the ten (10) Trading Day period ending on the latest complete trading day prior to the conversion date.

Settlement Agreement with Geneva Roth Remark Holdings, Inc.

On July 6, 2022, in connection with a July 26, 2021 Convertible Promissory Note (the "Note") with Geneva Roth Remark Holdings, Inc. ("Geneva"), we agreed to pay Geneva $98,000 by July 18, 2022 in full payment of the Note.

ITEM 9.01. FINANCIAL STATMENTS & EXHIBITS





(a) Exhibits. The following exhibits are filed with this Current Report on Form
8-K:



Exhibit No.   Description
  10.1          7/1/22 Promissory Note with Tysadco Partners, LLC*
  10.2          7/1/22 Securities Purchase Agreement with Tysadco Partners, LLC*
104           Cover Page Interactive Data File (embedded within the Inline XBRL Document).*


*  Filed herein





2

© Edgar Online, source Glimpses