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Re: HJ72 post# 296

Monday, 10/31/2022 5:07:17 PM

Monday, October 31, 2022 5:07:17 PM

Post# of 301
Recent Developments



On October 22, 2022, we successfully terminated a license agreement for certain intellectual property we had previously licensed and had not been able to commercialize. In connection with the termination of the license we were able to cancel 90,000 shares of our issued and outstanding Series B Preferred Stock and 1.2 million issued and outstanding shares of Series A Preferred stock; subsequent to the termination of the license agreement.



We successfully negotiated an amendment to our asset purchase agreement with Fitwell Limited, to remove the financing contingency and accelerate the closing of the purchase of the Fitwell assets. As of October 18, 2022, we successfully completed the purchase of the Fitwell assets, which includes a copy of the source code and data sets for a comprehensive health and fitness platform. In connection with the purchase of the Fitwell assets, we issued a promissory note for $0.5 million and issued 2 million shares of common stock as consideration for the purchase, and an additional 2.8 million shares for services rendered, and to be rendered in the future, for the benefit of the Company.



The net effect of canceling the license agreement and closing on the Fitwell asset purchase, was reverse dilution to the Company and its shareholders by 96 million shares of common stock and we believe the shift in strategy will allow for us to start generating revenue in the near term.



The Fitwell Software



We acquired a mobile fitness and wellness software platform which includes mobile apps native to the iOS and Android operating systems. The software enables video-based fitness curriculums, which provide beginner, intermediate and advanced cardiovascular and strength training programs, in easy to follow short-format instructional videos. We plan to enhance and improve the software, by i) adding fitness content, generated internally by fitness professionals which we plan to hire and through collaborations with fitness influencers, who we plan to work with to generate content and drive users to our platform, ii) segmenting users using artificial intelligence which will allow us to provide wellness content by user-group and demographic, iii) offering embedded e-commerce offerings of wellness products and services, iv) and eventually offer our mobile app users to book appointments at our planned brick and mortar locations, see Clinics; Preventative Care and Longevity, below.



Currently, content on our mobile app is available on a freemium model, with a small library of content offered for free, and unlimited access offered on a subscription basis. The platform also includes a comprehensive food library with meal and calorie tracking, a pedometer to track steps taken each day, artificial intelligence based coaching functionality, community-based features to provide peer based encouragement, and leaderboards to measure your progress against other users. The platform integrates with wearable fitness devices, such as the Apple Watch and aggregates and tracks collected health and fitness data. The app facilitates communication through push notifications as well as content and information features integrated seamlessly within the UX (user experience).



In addition to the feature rich experience, the platform provides for robust data capture and tracking which allows us to provide a highly customized user experience which is intended to maximize users’ fitness and wellness outcomes. We plan to leverage the source code and build on top of the existing platform a B2B wellness platform and market the platform to enterprise clients, data-mine the dataset for marketing opportunities, identify trends for new product launches and develop a DTC offering based on free content and micro-transactions.