Item 1.01 Entry into a Material Agreement

On August 3, 2021 (the "Issue Date"), Bridgeway National Corp. ("Bridgeway," "us," "our" or the "Purchaser") entered into a convertible promissory note (the "Promissory Note") with Nevly Holdings Corp. ("Nevly" or the "Corporation") pursuant to which the Corporation entered into a promissory note purchase agreement (the "Purchase Agreement") with Bridgeway, pursuant to which Bridgeway purchased from the Corporation (i) 9% convertible promissory notes of the Company in an aggregate principal amount of $500,000.00 (together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the "Notes", and each, a "Note"), convertible into shares (the "Conversion Shares") of common stock of the Corporation (the "Common Stock"). The maturity date of the Notes shall be on that day that is twelve (12) months after the Issue Date (the "Maturity Date") and is the date upon which the principal amount of the Notes, as well as all accrued and unpaid interest and other fees, shall be due and payable.

Under the terms of the Notes, the Purchaser shall fund the payment for the Notes in tranches with the first tranche due within ten (10) business days of the Issue Date (the "Initial Tranche Funding Date") and in an amount equal to $200,000 (the "Initial Tranche Amount") and each successive tranche (each a "Tranche Funding Date") shall be funded by the Purchaser within five (5) business days of receiving written request from the Corporation provided that each subsequent request shall be in an amount equal to or greater than $100,000. The Purchaser shall have the right at any time on or after the nine month anniversary of the Issue Date (the "Conversion Date"), to convert (a "Conversion") all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the Notes, and any other amounts owed under the Notes, into fully paid and non-assessable shares of Common Stock, or any shares of capital stock or other securities of the Corporation into which such Common Stock shall hereafter be changed or reclassified at the Conversion Price (as defined below). The "Conversion Price" per share shall be an amount equal to $25.00 per share. The Corporation is a fintech company focused on delivering financial literacy, credit repair and wealth management products to consumers in a comprehensive, easy-to-use format. The Corporation's mission is the education of consumers through the delivery of value-added financial literacy and wealth management products that are designed to build strong financial habits. The Corporation's digital products provide consumers with access to credit repair and budget building tools; credit, lending and other money saving products as well as tailored wealth management services.

The foregoing description of the terms and conditions of the Purchase Agreement and the Convertible Promissory Note are qualified in their entirety by reference to the applicable document, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this report and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



10.1       Promissory Note Purchase Agreement dated August 2, 2021, between
         Bridgeway National Corp. and Nevly Holdings Corp.

10.2       Convertible Promissory Note dated August 2, 2021, issued by Nevly
         Holdings Corp. to Bridgeway National Corp.

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