Item 1.01. Entry into a Material Definitive Agreement

On October 26, 2022 the Company entered into a Consulting Agreement with Angel Marketing, LLC and Kalmia, LLC (collectively the "Consultants"). Pursuant to the Agreement, the Consultants will, among other things, create a customized positive investment image for the Company and communicate that image to the investment community including, but not limited to, individual investors, family offices, institutional investors, hedge and other funds, broker dealers, equity trading firms and the public at large.

As part of these services the Consultants will:





  ? arrange meetings and conference calls with retail brokers, special situation
    funds and institutions,

  ? sponsor non-deal road shows for the Company with investment banks to target
    both retail and institutional investors, and

  ? secure invitations to industry conferences for Company to make presentations.

In consideration for these services, the Company will issue to the Consultants:





  ? 200,000 restricted shares of the Company's common stock;

  ? a warrant which will allow the Consultants to purchase 200,000 shares of the
    Company's common stock at any time on or before October 26, 2023 at a price of
    $1.00 per share; and

  ? a warrant which will allow the Consultants to purchase 200,000 shares of the
    Company's common stock at any time on or before October 26, 2024 at a price of
    $1.00 per share.

The Company will also pay the Consultants $10,000 per month during the twelve month period beginning November 1, 2022.

Item 3.02. Unregistered Sale of Equity Securities.

The Company relied upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933 in connection with issuance of the securities described in Item 1.01 of this report. The persons who acquired these securities were sophisticated investors and were provided full information regarding the Company's operations. There was no general solicitation in connection with the issuance of the securities described in Item 1.01 of this report. The persons who acquired these securities acquired them for their own accounts. The certificates representing these securities will bear restricted legends providing that they cannot be sold except pursuant to an effective registration statement or an exemption from registration.

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