Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant

On December 26, 2019, the Company filed a report on Form 8-K disclosing the entry into a financing agreement dated December 20, 2019 ("Original Loan") with a private individual ("Lender") who is the brother of the Company's Chief Executive Officer, Anthony Zarcone. The Original Loan was subsequently amended on six (6) previous occasions as disclosed in reports filed on Form 8-K on March 17, 2020, April 24, 2020, May 14, 2020, June 22, 2021, February 18, 2022, and October 21, 2022, respectively.

Effective February 16, 2023, the Company and Lender entered into a Seventh Amending Agreement pursuant to which the Lender advanced the Company an additional US250,000.00 ("Advance") under the Original Loan.. The maturity date of the Original Loan is extended to June 1, 2023. The Original Loan and the Advance carries interest at the rate of 3.0416% per month (43.26% per annum). The Advance is subject to a Lender's fee of U$25,000.00 which was deducted from the Advance. The remaining terms and conditions of the Original Loan remain in full force and effect.

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