Item 1.01 Entry into a Material Definitive Agreement.

On January 21, 2022, we entered into a Conversion Agreement with YA II PN, Ltd., the purchaser of $500,000 of convertible notes that we sold pursuant to a Securities Purchase Agreement, dated February 12. 2021. Pursuant to the Conversion Agreement, YA PN II, Ltd. agreed to convert its outstanding debenture from the Securities Purchase Agreement, including accrued and unpaid interest, into shares of the Company's common stock at a price of $0.50 per share.

YA II PN, Ltd. converted its debenture totaling $527,500 into 1,055,000 shares of the Company's common stock. Upon conversion, the Company obligations under the Securities Purchase Agreement were deemed to be satisfied and paid in full.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 hereof is incorporated by reference into this Item 3.02.

The securities mentioned above were issued, or will be issued, in reliance on exemptions from registration under Section 4(2) of the Securities Act of 1933, as amended (the "Act"), and Rule 506 of Regulation D promulgated under the Act. This transaction qualified for exemption from registration because among other things, the transaction did not involve a public offering, the investor was an accredited investor and/or qualified institutional buyer, the investor had access to information about our company and its investment, the investor took the securities for investment and not resale, and we took appropriate measures to restrict the transfer of the securities.

Item 9.01 Financial Statements and Exhibits.






Exhibits.

10.1 Conversion Agreement, dated January 21, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL

document)

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