Item 1.01 Entry into a Material Definitive Agreement

On December 23, 2021, the Company and Mr. Or Ka Ming ("Mr. Or") entered into a consulting agreement, pursuant to which Mr. Or, as an independent contractor, agreed to make introductions for the purpose of developing business for the Company and negotiations with potential strategic partners, and corporate planning as requested by the Company through December 22, 2022 (the "Consulting Agreement"). In consideration, the Company will grant Mr. Or, or its designated party, an award of 25,000,000 shares of restricted common stock of the Company. The restricted common stock will be held in the custody of the Company until the end of Consulting Agreement.

Item 3.02 Unregistered Sales of Equity Securities

The Company claims an exemption from registration pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the "Securities Act"), for the issuance of restricted common stock, since the offer and sale of such shares did not involve a public offering and the recipients were "accredited investors". The securities were offered without any general solicitation by us or our representatives. No underwriters or agents were involved in the foregoing issuances and we paid no underwriting discounts or commissions. The securities are subject to transfer restrictions, and the certificates evidencing the securities will contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. The securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits



Exhibit   Discription
10.1        Consulting Agreement
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document)

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