Item 1.01. Entry into a Material Definitive Agreement

On August 16, 2022 the Company entered into a Consulting Agreement with Basestones, Inc. and Makena Investment Advisors, Inc. (collectively the "Consultants"). Pursuant to the Agreement, the Consultants will, among other things, assist the Company in:



  ? creating interactive gaming and entertainment experiences, including
    metaverse, utilizing blockchain and Non-Fungible Tokens; and

  ? investor and public relations.

In consideration for these services, the Company will issue to the Consultants:



  ? 450,000 restricted shares of the Company's common stock;

  ? a warrant which will allow the Consultants to purchase 450,000 shares of the
    Company's common stock at any time on or before August 16, 2023 at a price of
    $1.00 per share; and

  ? a warrant which will allow the Consultants to purchase 450,000 shares of the
    Company's common stock at any time on or before August 16, 2024 at a price of
    $1.00 per share.

The Consulting Agreement expires on August 16, 2023.

Item 3.02. Unregistered Sale of Equity Securities.

The Company relied upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933 in connection with issuance of the securities described in Item 1.01 of this report. The persons who acquired these securities were sophisticated investors and were provided full information regarding the Company's operations. There was no general solicitation in connection with the issuance of the securities described in Item 1.01 of this report. The persons who acquired these securities acquired them for their own accounts. The certificates representing these securities will bear restricted legends providing that they cannot be sold except pursuant to an effective registration statement or an exemption from registration.

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