Item 1.01. Entry into a Material Definitive Agreement

Settlement Agreement to Compromise Debt

On June 3, 2022, the Company entered into a Settlement Agreement with James Owens, its Chairman and Chief Technology Officer to settle the $1,644,583.34 debt owed to Mr. Owens (comprised of $756, 450 Due to Shareholder and $874, 833.34 accrued salary and related expense on the Company's Balance Sheet) in exchange for a Convertible Promissory Note in the amount of $1,101,000.00. Additionally, Mr. Owens agreed to forgive the balance owed to him of $543, 583.34 and reduce the salary on his employment contract, effective immediately, to $1.00 per year.

On June 3,2022, the Company issued Mr. Owens a Convertible Promissory Note in the amount of $1,101,000 in accordance with the Settlement Agreement. The maturity date of the note is twenty-four months from the date of issue. The conversion provision states that the note may be converted into Common Stock of the Company at any time beginning three days after issuance of the note and ending on the maturity date, at a conversion rate of $0.01 per share. The note bears interest at the rate of 8 percent per annum.

Item 5.02. Compensatory Arrangements of Certain Officers

Amended Executive Employment Agreement

On June 3, 2022, the Company amended the Executive Employment Agreement of James Owens dated January 2020, changing Mr. Owens' salary from $350,000 to $1.00 per year.

Cancelation of Stock Option Grant

On June 3, 2022, the Company's Board of Directors canceled the Stock Option Grant granted to the Company's CFO on December 9, 2022.

Item 9.01. Financial Statements and Exhibits





(d) Exhibits



10.1*    Settlement Agreement to Compromise Debt
10.2*    Convertible Promissory Note
10.3*+   Amended Executive Employment Agreement

104    Cover Page Interactive Data File (embedded within the Inline XBRL
       document)




*Filed herewith
+Includes management contacts and compensation plans and arrangements

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