ITEM 1.01. Entry into a Material Definitive Agreement




Background

On December 10, 2020, we filed a Form 8-K and a Press Release regarding a Memorandum of Understanding to purchase the assets of a cloud software company.

Asset Purchase Agreement

On December 31, 2020, we, as the Buyer, entered into an Asset Purchase Agreement ("APA) with KloudGaze, Inc., a Delaware corporation, designated as the Seller in the APA, providing for our purchase of the Seller's assets and intellectual property in return for our payment to the Buyer of 15,827,613 Restricted Common Shares upon the Closing of the APA leaving maximum remaining consideration of 29,393,802 Common Stock Shares to be paid by the Buyer to the Seller based upon a three year earn out schedule in accordance with revenue performance goals. The APA was amended via an Addendum dated January 6, 2021.

ITEM 7.01. Regulation FD Disclosure

We will distribute a press release regarding our purchase of the Seller's assets and intellectual property. The information in this Current Report on Form 8-K with respect to Item 7.01 (including the Press Release attached as Exhibit 99.1 hereto) is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. This current report on Form 8-K will not be deemed an admission as to the materiality of any information contained herein (including the Press Release attached as Exhibit 99.1 hereto).

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS





(d) Exhibits. The following exhibit are filed with this Current Report on Form
8-K:




Exhibit No
   No.       Description

  10.1       Asset Purchase Agreement

  10.2       Addendum

  99.1         Press Release

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