announced that it has entered into securities purchase agreement with Jefferson Street Capital LLC for a private placement of a 12% convertible promissory notes for gross proceeds of $82,500 on April 1, 2022. The principal value of the notes is $75,000 respectively. The company issued 703 shares of its common stock to Jefferson as a commitment fee.

The maturity date of the notes is October 1, 2022. The notes have been issued at an original issue discount rate of $7,500. The notes bear a fixed interest rate of 12% per annum.

The holders may convert the note into the company's common stock at any time at a conversion price equal to $1 per share. The company issued 3,125 shares to investor of its common stock as a commitment fee pursuant to the agreement. The company may prepay the notes at any time prior to maturity in accordance with the terms of the holders note.

The company also issues a three year warrant to investor to purchase 37,500 shares respectively at an exercise price of $1 per warrant. The company will issue the note in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506(b) promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.