Item 1.01 Entry into a Material Definitive Agreement.

On March 15, 2022, we entered into an agreement with a United States-based joint venture partner (the "JV Partner") whereby we will form a U.S. corporation (the "Corporation") for the purpose of operating a ride-hailing and delivery business using our WarpSpeed Taxi computer application (the "Application"). The agreement provides that we will be responsible for licensing the Application to the Company and making any modifications to the Application that are necessary in order to customize it for operation in U.S. markets. The JV Partner will be responsible for operating the Company's business, including, retaining all employees and independent contractors necessary to commence and continue business operations, handling customer service queries, complying with all applicable regulations and legal requirements, and handling all legal and accounting matters.

We will have a 51% equity interest in the Corporation and our JV Partner will have a 49% interest. We will also receive an Application licensing fee equal to 2.5% of all gross revenues that the Corporation generates, as well as a monthly fee (i.e., the greater of $5,000 or 2.5% of each month's sales) payable on the Corporation's commencement of revenue-generating operations. We must pay $10,000 to the Corporation as a share subscription payment for our 51% equity interest while the JV Partner must pay $1,000,000 (i.e., $20,000 upon execution of the agreement, for its 49% interest, an additional $250,000 by July 31, 2022, and the balance by October 31, 2022).

The agreement contemplates that the Corporation shall initially commence operations in Nevada and subsequently expand its business to other United States cities in all 50 states.

Item 7.01 Regulation FD Disclosure

On March 15, 2022, we issued a press release announcing our entry into the material definitive agreement described in Item 1.01 above.

Item 9.01 Financial Statements and Exhibits






Exhibit No.   Description

99.1            Press release dated March 15, 2022.




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