Item 1.01 Amendment to a Material Definitive Agreement.

On June 21, 2022, the Registrant and JR-HD Enterprises III, LLC entered into a settlement agreement and release concerning promissory notes issued by the Registrant as follows:

1. July 21, 2020, in the principal amount of $107,500, 8% interest;

2. August 4, 2020, in the principal amount of $215,000, 10% interest;

3. September 3, 2020, in the principal amount of $107,500, 8% interest;

4. November 3, 2020, in the principal amount of $244,852.94, 8% interest; and,

5. December 3, 2020, in the principal amount of $110,000, 8% interest.

Except for the entry into the settlement agreement and release, there was no material relationship between the Registrant and JR-HD Enterprises III, LLC.

As of the date of the settlement agreement and release, there was outstanding $617,353 and interest of $51,016.56. In exchange for the Registrant's issuance of 26,734,800 shares of restricted common stock to its members, JR-HD Enterprises III, LLC agreed to release the Registrant from all liability under the promissory notes.

The Registrant's board of directors approved and authorized entry into the settlement agreement and release on July 4, 2022, whereupon the consideration shares were issued July 6, 2022, and the settlement agreement and release closed.

Item 3.02 Unregistered Sales of Equity Securities.

On July 6, 2022, the Registrant sold 26,734,800 restricted common shares to JR-HD Enterprises III, LLC, and its members. As consideration for the issuance, JR-HD Enterprises III, LLC entered into a settlement agreement and release of claims. The disclosure under Item 1.01 is incorporated herein by reference. In issuing the common shares, the Registrant claimed the exemption from registration under Rule 4(a)(2).

© Edgar Online, source Glimpses