Item 1.01 Entry Into a Material Definitive Agreement





Forbearance Agreements

We completed the following Forbearance Agreements granting us forbearance from any claims by lenders from possible defaults upon Notes, as follows:

GSH Investments, LLC (GHS")

Our agreement with GHS provides that: (a) subject to the other terms in (b) - (d), from December 30, 2021 until the note is paid, GHS will not make any claims regarding any alleged breach of the Note or exercise any other Default or Event of Default; (b) before January 31, 20212, we will pay GHS $165,181.22; (c) we will have the right to conduct an offering or to obtain funding from our 10% Cumulative Convertible Series D Preferred Stock.

SE Holdings, LLC ("SEH")

Our agreement with SEH provides that: (a) subject to other terms in (b) - (c), from December 30, 2021 until the note is paid, SEH will not make any claims alleging breach of the Note, will not accelerate the Note, and will not exercise any other Default of Event of Default; (b) by January 31, 2022, we will pay SEH a final payment of $$150,301.97; and (c) we will have the right to conduct an offering or to obtain funding from our 10% Cumulative Convertible Series D Preferred Stock.

GS Capital Partners, LLC ("GS Capital")

Our agreement with GS Capital provides that: (a) subject to other terms in (b) (c), from December 27, 2021 until the note is paid as provided for below, GS Capital will not make any claims alleging breach of the Note, will not accelerate the Note, and will not exercise any other Default of Event of Default; (b) we will have the right to conduct an offering or to obtain funding from its 10% Cumulative Convertible Series D Preferred Stock; (c) we will make the following payments to GS Capital:

January 13, 2022     $15,812.50
February 13, 2022    $15,812.50
March 13, 2022       $15,812.50
April 13, 2022       $15,812.50
May 13, 2022         $15,812.50
June 13, 2022        $15,812.50
July 13, 2022        $15,812.50
August 13, 2022      $15,812.50

Payment for Inventory via Issuance of Preferred D Shares

We issued 8,841 Preferred D shares with a face value of $10 per Preferred D Share to VerifyMe, Inc. in satisfaction of the balance owed on inventory in the amount of $88,410 as had been purchased from VerifyMe, Inc.




Item 8.01 Other Information

OTC Markets Extension Request Granted

Pursuant to our request for an extension to complete our third quarter Form 10-Q for the period ending September 30, 2021, OTC Markets originally granted us an extension until February 15, 2022 to file our third quarter Form 10-Q in order to maintain our OTCQB status, which we advised the public of via a December 31, 2021 Shareholder Update.

After our December 31, 2021 Shareholder Update, OTC Markets notified us that the extension they previously granted to file our third quarter 10-Q until February 15, 2002 was changed to January 14, 2022 due to recent changes to SEC Rule 15c211, which January 14, 2022 date is 15 days from December 30, 2021.






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