Item 1.01 Entry into a Material Definitive Agreement

Effective February 4, 2022, we entered into an arrangement with our officers and directors Fernando Oswaldo Leonzo, Robert Gunther, Mahmood Khan, and John Romagosa (collectively, the "Directors") under which the Directors waived and released a total $2,061,676 in liabilities owing to them for accrued but unpaid compensation and reimbursable expenses. As part of the arrangement, the Directors subscribed, to both the Company's Series C and Common shares, which have a par value of $0.001 per share, for a total of 12,503,177 shares of our common stock and a total of 1,528,166 shares of our Series C Preferred Stock. The accrued liabilities released by each Director, and the shares subscribed for at par value by each Director, are as follows:

Name            Accrued Liability Released Common Stock Series C Preferred Stock

Fernando Leonzo                   $494,193    3,019,602                  369,062
Robert Gunther                    $418,000    2,678,672                  327,393
Mahmood Khan                      $698,983    3,989,624                  487,621
John Romagosa                     $450,500    2,815,279                  344,090
Totals                       $2,061,676.00   12,503,177                1,528,166

Item 3.02 Unregistered Sales of Equity Securities

As discussed in Item 1.01, above, we issued a total of 12,503,177 restricted shares of our common stock and a total of 1,528,166 shares of our Series C Preferred Stock in exchange for the par value thereof of $0.001 per share on February 4, 2022. The issuance and sale of these shares was exempt under Section 4(a)(2) of the Securities Act, as it consisted of a private transaction and did not involve a public offering of securities.

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