Item 1.02 Termination of a Material Definitive Agreement
As previously reported, on or about May 9, 2018, the Company entered
into an investor agreement with iCrowdU Inc. The Company agreed to purchase 228,013 shares of iCrowdU Inc. at a share price of
$1.228 for total consideration of $280,000. Furthermore, it was agreed to exchange 2,000,000 shares of common stock of the Company
for 2,000,000 shares of common stock in iCrowdU Inc. This share exchange was made as collateral in advance of an investment of
$1,935,000 by the Company into iCrowdU Inc., which never occurred.
Also as previously reported, on or about May 9, 2018, the Company
entered into consultancy agreements with Alexander Holtermann, Ian Wright and Luis Hadic. Each of Messrs. Holtermann, Wright and
Hadic received 200,000 shares of the Company’s common stock under the consultancy agreements.
Also as previously reported, on or about July 26, 2018, the Company
entered into an investment agreement with iCrowdU Inc. for the purchase of 40% of iCrowdU in exchange for 8,000,000 shares in the
Company that would be split between Messrs. Holtermann and Wright at 70% and 30%, respectively, and an investment of $10,000,000.
The 8,000,000 shares were cut but not delivered to Messrs. Holtermann and Wright and no part of the $10,000,000 was invested by
the Company into iCrowdU Inc.
Also as previously reported, on or about July 31, 2018, the Company
entered into employment agreements with Messrs. Holtermann and Wright for the consideration provided for under the agreements.
On October 25, 2018, the above parties entered into an Agreement
for Termination and Release that terminated all outstanding agreements among the parties and released each party from the other.
The Company agreed to settle outstanding expenses and costs incurred by iCrowdU Inc., in the sum of $6,444.90. In addition, all
parties agreed to return any shares received from the above agreements, save the Company shall be permitted to retain the 228,013
shares purchased in iCrowdU Inc. Finally, the Company agreed to amend its Current Report on Form 8-K concerning certain disclosures
made therein.
A copy of the Agreement for Termination and Release is attached
hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.