ITEM 1.01ENTRY INTO A MATERIAL AGREEMENT.
On
The shares were issued pursuant to the provisions of Regulation S of the United
States Securities Act of 1933, as amended (the "Act"). The subscribers
represented that they were not "
The above does not constitute an offer to sell or a solicitation of an offer to
buy any of the Company's securities in
ITEM 3.02UNREGISTERED SALES OF EQUITY SECURITIES.
On
·The Company closed a private placement financing (the "Financing") by issuing
2,511,962 shares of its common stock (the "Shares") at
·The Company issued a total of 663,140 Shares to the Debt Holders pursuant to the debt settlement agreements, as more fully described in Item 1.01 of this Form 8-K;
·The Company issued a total of 240,000 Shares to Mr.
·The Company issued 150,000 Shares to an arms-length party for services provided.
Above Shares were issued pursuant to the provisions of Regulation S of the
United States Securities Act of 1933, as amended (the "Act") to the persons who
certified they were not residents of
The above does not constitute an offer to sell or a solicitation of an offer to
buy any of the Company's securities in
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ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS.
(d)Exhibits
Exhibit Number Description of Exhibit
10.1 Share Subscription Agreement dated for referenceFebruary 11, 2022 10.2 Debt Conversion Agreement dated for referenceFebruary 24, 2022 between the Company and Mr.Lim Hun Beng . 10.3 Debt Conversion Agreement dated for referenceFebruary 24, 2022 between the Company and Mr.Ong See Ming . 99.1 News Release datedMarch 1, 2022 .
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