Equity Purchase Agreement

On October 4, 2019, we entered into an Equity Purchase Agreement dated October 3, 2019 with Green Coast Capital International SA, a Panama corporation, to which we agreed to sell, and Green Coast, or its assigns, agreed to purchase, up to Five Million Dollars ($5,000,000) of our common stock. to the terms of the Purchase Agreement, we may issue a Put Notice directing Green Coast to purchase our common stock at a 10% discount to the lowest trade price of our common stock during the five (5) Trading Days immediately following the Clearing Date associated with our Put Notice and in an amount of the lesser of (i) $1,000,000 or (ii) 200% of the average daily trading volume of our common stock in the ten (10) Trading Days immediately preceding the date we give notice to Green Coast. We may issue multiple Put Notices to Green Coast, subject to these limitations, but we may not issue a Put Notice to Green Coast within ten (10) Trading Days of a prior Put Notice. We must have a registration statement in effect under the Securities Act that covers the resale of any shares of common stock sold to Green Coast to the Purchase Agreement.

This description of the Purchase Agreement contained in this report is qualified in its entirety by reference to the full text of the Purchase Agreement. The Purchase Agreement has been filed as Exhibit 10.1 to this report.

Registration Rights Agreement

On October 4, 2019, in connection with the Purchase Agreement, we entered into a Registration Rights Agreement with Green Coast (the “Rights Agreement”), to which we agreed to register the resale of shares to be issued under the Purchase Agreement (as defined below).

This description of the Rights Agreement contained in this report is qualified in its entirety by reference to the full text of the Rights Agreement. The Rights Agreement has been filed as Exhibit 10.2 to this report.

Section 3 – Securities and Trading Markets

Item 3.02 Unregistered Sale of Equity Securities.

The disclosure in Item 1.01 above regarding the Equity Purchase Agreement is incorporated herein by reference.

Convertible Promissory Note

On October 3, 2019, we issued a Convertible Promissory Note in the face amount of One Hundred Fifty Thousand Dollars ($150,000) (the “Note”), to Green Coast Capital International SA, a Panama corporation. The Note has a maturity date of October 3, 2020. The Note bears interest at the rate of twelve percent (12%) per annum and is convertible at any time into our common stock at a conversion price equal to the lowest Trading Price of our common stock during the fifteen (15) Trading Days prior to the conversion date. The shares of common stock issuable upon conversion of the Note will be restricted securities as defined in Rule 144 of the Securities Act of 1933, as amended. The Note can be prepaid by us at any time during the first 180 days following the Issue Date upon ten (10) days written notice to Green Coast for a cash amount equal to the sum of the then outstanding principal amount of the Note and interest.