Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

On May 24, 2022, Discovery Growth Fund, LLC. (the Payee") notified the Company it was in default of its Convertible Promissory Note dated November 17th 2021 in the principal amount of $600,000 plus accrued interest due May 16, 2022. Pursuant to Section 3(a) of the Note, "It shall be an event of default ('Event of Default'), and the entire unpaid principal of this Note and accrued interest shall become immediately due and payable upon the occurrence of any of the following events: (a) any failure on the part of the Company to make any payment under this Note when due, and such failure continues for five (5) days after the due date; accrued interest shall default to the maximum legal rate." Pursuant to Section 3(b) of the Note, the Payee has declared an Event of Default due to Company's failure to pay the amount due under the Note and that the entire unpaid principal of the Note and accrued interest together with default interest is immediately due and payable.

On May 26, 2022, the Payee filed a complaint in the United States District Court Central District of California.

On September 7, 2022, the Payee filed a notice of dismissal pursuant to Federal Rules of Civil Procedure 41(a) or (c) in the United States District Court Central District of California.

On September 23, 2022, the Payee filed a complaint in the United States District Court for The District of Nevada, making the same claims as in prior-filed lawsuit. The Company intends to defend itself vigorously. No prediction can be made as to the outcome of the lawsuit.

On October 6, 2022, the Company was served with a new complaint filed by the Payee on September 23, 2022, in the United States District Court for The District of Nevada. The new complaint makes the same claims as in the prior-filed lawsuit. The Company intends to defend itself vigorously. No prediction can be made as to the outcome of the lawsuit.


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