Item 1.01 Entry into a Material Definitive Agreement.

On October 29, 2021, the Company entered into an Exchange Agreement (the "Exchange Agreement") with shareholders who were issued shares under (i) various consulting and employment agreements during 2021 (the "Service Providers"), and (ii) those shareholders who were issued shares of common stock pursuant to the Company's Management and Consultants Performance Stock Plan (the "MCP Plan") (each person who received shares pursuant to the MCP Plan is referred to as an "MCP Plan Holder").

The Service Providers who executed the Exchange Agreement were issued a total of 30,300,000 shares under their respective consulting or employment agreements (the "Service Provider Shares"), and the MCP Plan Holders who executed the Exchange Agreement received a total of 49,500,000 shares under the MCP Plan, for an aggregate of 79,800,000 shares of common stock. As of the effective date of the Agreement, the Service Providers and MCP Plan Holders who executed the Exchange Agreement agreed to exchange their respective Service Provider Shares or the shares issued under the MCP Plan for newly issued shares pursuant to the Company's newly formed 2021 Equity Incentive Plan (the "EIP"), on a 1:1 basis, resulting in the issuance of 79,800,000 shares of common stock under the EIP (the "Exchange Shares").

The Exchange Agreement contains certain customary representations, warranties, and covenants for transactions of this type.

The description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Exchange Agreement which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the issuances of the Exchange Sharers pursuant to the Exchange Agreement is incorporated by reference into this Item 3.02.

The Exchange Shares were issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act.

Item 9.01 Financial Statements and Exhibits.





 (d) Exhibits.




Exhibit No.            Description
10.1*           Form of Exchange Agreement

* Schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of such omitted materials supplementally upon request by the U.S. Securities and Exchange Commission.

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