Asset Transaction Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

The Exchange

As we previously disclosed in Forms 8-K:

·On May 13, 2024, we disclosed that that the Target Shareholder was appointed as our director on May 13, 2024.

·On June 6, 2024, the Target Shareholder was appointed as our Chairman of the Board of Directors as of that same date.

·On June 7, 2024, the Company entered into a Share Exchange Agreement (the "Exchange Agreement") with the Target and the Target Shareholder, whereby (i) the Company agreed to acquire from the Target, and Target agreed to sell to the Company, 150 shares of capital stock, representing 100% of the Target's outstanding shares, in exchange for 40,000,000 newly issued shares (the "Exchange Shares") of our common stock, $.0001 par value (the "Common Stock") and (ii) the Target Shareholder agreed to purchase 5,000,000 shares of the Company's restricted Common Stock at a per share price of $0.20 or an aggregate of $1,000,000 (the "Purchase Price") concurrently with or prior to the Closing ("Financing Shares").

·On June 23, 2024, the Parties entered into a licensing agreement ("Licensing Agreement") for the Intellectual Property as defined in the Exchange Agreement which consists of:

oDistributed Quantum Ledger Database Technology (DQ-LDB) technologies involved with data processing, storage and security as embodied in the Vogon Quantum Ledger Product.

oDecentralized Infrastructure software associated with data collection, processing and security of data as provided to the Licensee.

oDecentralized Cloud and Distributed Cloud Solutions as provided to the Licensee.

oArtificial Intelligence technologies involved with data integrity and security as provided to the Licensee.

·On July 23, 2024, the Parties entered into an amendment to the Exchange Agreement (the "Amendment") to extend the Closing date to on or before August 31, 2024 (the "Closing Date").

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On July 23, 2024, the Parties entered into an amendment to the Exchange Agreement (the "Amendment") with the following terms:

●The Closing shall occur on or before August 31, 2024, unless extended (the "Closing").

●The Company and its transfer agent shall enter into an escrow agreement (the "Escrow Agreement") whereby the Financing Shares shall be held in escrow pending the Company's receipt of the Purchase Price, and the Exchange Shares shall be held in escrow pending the losing of the transactions contemplated by the Exchange Agreement on or before August 31, 2024.

●In the event that the Closing does not occur on or prior to August 31, 2024, the Financing Shares and Exchange Shares shall be cancelled and returned to Treasury.

●Parties shall enter into a licensing agreement ("Licensing Agreement") for the Intellectual Property as defined in the Exchange Agreement.

·On August 14, 2024, the Target Shareholder delivered $1,010,000 to the Company to complete the purchase of the Financing Shares, and on August 15, 2024, the Company issued to the Target Shareholder 5,050,000 shares of Common Stock at $.20 per share.

·On August 22, 2024. we issued 40 million shares of the Common Stock in escrow to Node Nexus under the Exchange Agreement as amended and took possession and control of the Node Nexus assets.

·On August 28, 2024, we executed a second amendment to the Exchange Agreement whereby we agreed to issue 1,000,000 shares of Series Quantum preferred stock (the "Series Quantum Preferred Stock") in lieu of the 40,000,000 common shares provided for under the Exchange agreement as previously amended. Each one (1) share of the Series Quantum Preferred Stock is convertible into forty (40) shares of our Common Stock by the holder or the Company provided that the holder has held the Series Quantum Preferred Stock for at least 12 months and the Company has authorized common shares to effectuate such conversion.

·On August 29, 2024, the Exchange Agreement as amended was fully performed and the shares in Node Nexus were delivered to the Company.

The foregoing descriptions of the Exchange Agreement, amendments to the Exchange Agreement and Licensing Agreement are summaries, do not purport to be complete, and are qualified in their entirety by reference to the full text of the Exchange Agreement, a copy of which is attached as Exhibit 10.4 to the Current Report on Form 8-K filed with the SEC on June 7, 2024, to the Amendment a copy of which is attached as Exhibit 10.16 to the Current Report on Form 8-K filed with the SEC on July 23, 2024, to the Escrow Agreement, a copy of which is attached as Exhibit 10.17 to the Current Report on Form 8-K filed with the SEC on July 23, 2024, and to the Licensing Agreement a copy of which is attached as Exhibit 10.18 to the Current Report on Form 8-K filed with the SEC on July 23, 2024. Each is incorporated by reference herein.

Pursuant to the terms and subject to the conditions set forth in the Exchange Agreement or waiver thereof, on August 29, 2024, the share exchange was completed (the "Exchange") , the Company became the owner of 100% of the shares of Target, the Exchange Shares were released from escrow, and the transaction was consummated (the "Closing").

Item 2.01 referenced immediately below, the Exchange and the entry into agreements relating thereto is hereby incorporated herein by reference.

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