ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

On October 19, 2017, the Registrant received the net proceeds of a Securities Purchase Agreement and related convertible promissory note, dated October 18, 2017, in the face amount of Forty Thousand ($40,000.00) Dollars and no cents issued to GS Capital Partners, LLC, (the “Holder”). The Promissory Note matures in May 2018 and provides for interest at the rate of eight (8%) percent per annum. The Note may be converted into unregistered shares of the Registrant’s common stock, par value $0.0001 per share, at the Conversion Price, as defined, in whole, or in part, at any time beginning 180 days after the date of the Note, at the option of the Holder. All outstanding principal and unpaid accrued interest is due at maturity, if not converted prior thereto. The Registrant incurred expenses amounting to $3,750 in connection with this transaction.

The Conversion Price shall be equal to 65% multiplied by the Market Price, as defined. The Market Price shall be equal to the lowest closing daily Volume Weighted Average Price (“VWAP”) of the Registrant’s common stock on the OTC Pink Sheets during the twelve (12) trading-day period ending one trading day prior to the date of conversion by the Holder. The number of shares of common stock to be issued upon conversion shall be equal to the aggregate amount of principal, interest and penalties, if any divided by the Conversion Price. The Holder anticipates that upon any conversion, the shares of stock it receives from the Registrant will be tradable by relying on an exemption under Rule 144 of the U.S. Securities and Exchange Commission.

The Registrant also issued a $40,000 back-end convertible promissory note on the same terms and conditions as the above convertible promissory note. This note may be funded in the future upon mutual agreement of the parties. This note is collateralized by a $40,000 promissory note issued by the Holder to the Registrant, dated October 18, 2017. If funded, the back-end note may be converted at any time commencing six months after October 19, 2017.

This note may be prepaid with a prepayment penalty equal to 15% during the first 60 days, 20% during the next 90 days and 30% during the next 30 days the note is outstanding. The Company has reserved 820,512,000 shares of its unissued common stock for potential conversion of the convertible note.

The convertible promissory note was privately offered and sold to the Holder in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws which the Registrant believes are available to cover this transaction based on representations, warranties, agreements, acknowledgements and understandings provided to the Registrant by the Holder.