ITEM 1.01 ENTRY INTO A MATERIAL DEFINTIIVE AGREEMENT

On January 27, 2021, we, as the Borrower, entered into a Promissory Note (the "Note"), a Securities Purchase Agreement, and related transaction documents with SE Holdings, a Nevada Limited Liability Company (the "Lender"), for the principal sum of $287,500, consisting of an original issue discount of $37,500 and a Purchase Price of $250,000. The Note has an interest rate of 9% per annum and a maturity date of August 27, 2021, payable in 4 installment payments of $78,343,75. The Note is subject to various Events of Default. The Securities Purchase Agreement requires us to issue 350,000 restricted common stock shares to the Lender as additional consideration for the purchase of the Note, which shares shall be issued upon funding of the Note. The Lender has conversion rights only in the event of default upon the Note.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS





(a) Exhibits. The following exhibits are filed with this Current Report on Form
8-K:



Exhibit No.   Description
  10.1          1/27/21 Promissory Note

  10.2          1/27/21 Securities Purchase Agreement





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