Item 3.02 Unregistered Sales of Equity Securities

On August 13, 2021 we issued and sold 1,250,000 shares of our common stock in a private transaction exempt from registration under the Securities Act of 1933, as amended in reliance on exemptions provided by Section 4(a)(2) and Rule 506(b) of Regulation D promulgated thereunder. The purchaser was an accredited or otherwise sophisticated investor who had access to business and financial information on our company. The sale of common stock resulted in $125,000 in net proceeds to us and we did not pay any commissions or finder's fees in connection with the transaction. The proceeds from the sale will be used for working capital.

The Subscription Agreement for the sale of the unregistered equity securities is qualified in its entirety by reference and is filed as Exhibit 10.1 to this report.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.   Description

10.1*           Form of Subscription Agreement

* Filed herewith.

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