Item 8.01 Other Events.
On January 10, 2022, the
Registrant sold a convertible promissory note ("Note 1") to Sixth Street Lending, LLC for $43,750.00, less legal fees and a
due diligence fees totaling $3,750, netting the Registrant funds of $40,000. On May 23, 2022, the Registrant pre-paid the Note transferring
$57,632 to Sixth Street Lending, LLC, including the principal of $43,750, daily interest totaling $1,275 and a pre-payment penalty, leaving
a balance of $74, which was waived by Sixth Street Lending, LLC pursuant to the confirmation included as an exhibit.
On November 16, 2021, the
Registrant entered into a promissory note ("Note 2") with Sixth Street Lending, LLC, in the principal amount of $60,737.50 which,
after deductions for original issue discount of $6,987.50 netted the Registrant $53,750. The Registrant agreed to repay the Note in monthly
payments of $6,863.34. On July 29, 2022, the Registrant made its final monthly payment and retired Note 2.
Notes 1 and 2 are completely
satisfied. The Registrant owes nothing further under Notes 1 and 2 to Sixth Street Lending, LLC, or any other entity including, without
limitation Geneva Roth Remark Holdings, Inc., 1800 Diagonal Lending, LLC, Redstart Holdings Corp, and Power Up Lending Corp., and their
respective successors, assigns, officers, directors, shareholders, attorneys, employees, agents, independent contractors, affiliates,
control persons, administrators, and any and all persons or business entities acting by and through each of them.
On March 2, 2021, the Registrant
issued to Bucktown Capital, LLC ("Bucktown") (i) that certain Convertible Promissory Note in the original principal amount of
$422,500.00 (“Bucktown Note #1”); (ii) that certain Convertible Promissory Note dated March 31, 2022 in the original principal
amount of $266,500.00 (“Bucktown Note #2”); and (iii) that certain Convertible Promissory Note dated May 27, 2022 in the original
principal amount of $57,500.00 (“Bucktown Note #3,” and together with Bucktown Note #1 and Bucktown Note #2, the “Bucktown
Notes”).
The Registrant also previously
issued to St. George Investments, LLC ("St. George"), that certain Convertible Promissory Note dated October 6, 2021, in the
original principal amount of $3,492,378.00 (the “St. George Note,” and together with the Bucktown Notes, the “Notes”).
On October 14, 2022, the Notes were amended to remove the conversion
provisions and the parties agreed to a cash payment with a maturity date of May 1, 2023. Concurrently on October 14, 2022, Bucktown and
St. George assigned the Notes to Dublin Holdings, LLC, as trustee to the Dublin Irrevocable Trust dated August 19, 2018. Neither Bucktown,
St. George or any of their respective affiliates, control persons, officers, directors, or shareholders are affiliated with or control
Dublin Holdings, LLC or the Dublin Irrevocable Trust.
