Item 1.01 Entry into a Material Definitive Agreement

The disclosures set forth in Item 2.03 are incorporated into this Item 1.01 by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On June 23, 2022, the Registrant, issued a promissory note in favor of Ralph Davis in the principal amount of $25,000.00. The note carries a 10% interest rate, matures on September 30, 2022, and is subject to default interest of 15% per annum.

On June 23, 2022, the Registrant, issued a promissory note in favor of Steven Wheeler, trustee for the Steve and Ann Wheeler Trust in the principal amount of $35,000.00. The note carries a 10% interest rate, matures on September 30, 2022, and is subject to default interest of 15% per annum.

On June 28, 2022, the Registrant, issued a promissory note in favor of Ralph Davis in the principal amount of $10,000.00. The note carries a 10% interest rate, matures on September 30, 2022, and is subject to default interest of 15% per annum.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits



  10.48       A promissory note executed on June 23, 2022 in favor of Ralph Davis in
            the amount of $25,000.00
  10.49       A promissory note executed on June 23, 2022 in favor of Steven Wheeler
            in the amount of $35,000
  10.50       A promissory note executed on June 28, 2022 in favor of Ralph Davis in
            the amount of $10,000.00
104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

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