ITEM 8.01: OTHER EVENTS.

As of January 21, 2020 ("Effective Date"), the Company issued to Oasis Capital, LLC ("Oasis") a $184,000 Promissory Note, net of a prorated original issue discount of $16,000 ("Note"). The Company received $34,000 ("First Tranche") from Oasis resulting in a then outstanding balance as then is $44,757 consisting of the First Tranche plus the prorated portion of the LOI and a $8,000 credit for Oasis transactional expenses. The Second and the Third Tranches under this Note are due in February and March, 2020, respectively. The Note was issued under the Securities Purchase Agreement dated at January 21, 2020 between the Company and Oasis ("SPA"). Each Tranche matures nine months from the effective date of each such payment. The Company also agreed to issue to Oasis 5,000,000 shares of common stock as an incentive/commitment fee in connection with the transactions. The Company is required to use the proceeds received from the Note to retire currently outstanding convertible debt from two lenders which have not yet matured for conversion. The Note becomes convertible into common stock six months after the Effective Date at a 35% discount to market.

ITEM 9.01: FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial statements of business acquired.





Not applicable



(b)   Pro forma financial information.



Not applicable



(c)   Shell company transactions.



Not applicable



(d)   Exhibits



Exhibit No.   Description of Exhibits

99.1 Form of Securities Purchase Agreement dated as of January 21, 2020, between the Company and Oasis.

99.2 Form of Promissory Note dated January 21, 2020 in the original principal amount of $208,000.

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