Item 1.01. Entry Into Material Definitive Agreement.

On June 30, 2021, the Company and TRITON FUNDS LP, a Delaware limited partnership (the "Investor") entered into a common stock purchase agreement pursuant to which "Investor shall purchase up to Two Million Dollars ($2,000,000) of Securities after a Registration Statement is declared effective by the Securities and Exchange Commission covering the Securities and Common Stock to be purchased under the Agreement." Investor would purchase 200,000 shares and "Purchase Price" shall mean a fixed price of Ten Dollars ($10).

The foregoing summary of the Agreement is qualified in all respects by the Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by this reference.




  Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.

Exhibit No. Description/Exhibit



10.1        Common stock purchase agreement  between the Company and Triton Fund

10.2 Common stock purchase Warrants between the Company and Triton Fund

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