Material Agreement Form 8 K

On October 15, 2024, we executed an Asset Purchase Agreement (the "Agreement") by and between us and Renewable Energy, LLC, a Delaware limited liability company (the "Buyer"). Pursuant to the Agreement, we sold assets of our renewable innovation business, including the manufacturing, selling and renting of alternative energy and hybrid energy systems including ac power and dc power systems, which includes the integration of fuel cells and technology using fuel cells as a source of power (collectively, the "Renewable Business"). The sale did not include business related to our large suppliers and client agreements, our domain names, or our goodwill and going concern value. We will enter into a Reseller Agreement with the Buyer and continue to sell or rent products with our branding to existing customers developed over the past three years as well as new customers. The Parties will work together to generate business for their mutual benefit.

As consideration for the sale of the Renewable Business, we received total consideration equal to $4,685,216 in the form of (a) the assignment of $1,077,922 in promissory notes owed by us to C. Brilliant, LLC to Buyer, which notes were cancelled, (b) $1,173,378 in cash advances already made to us by Buyer, and (c) $2,433,916 in cash, which will be used to pay off liabilities and provide working capital for operations, including getting current in our filings with the Securities and Exchange Commission. We also received two percent (2%) of the equity in Buyer.

Section 2 - Financial Information